Agent Spencer Coulson
by VanieeMadera
Summary: One fateful night left Agent Phil Coulson with a newborn baby. Helpless and clueless, he enlists the help of his most trusted friends for their toughest mission yet: to raise a baby. Fast forward 21 years later, and meet Spencer. A kind, happy girl who could probably kill you in eighty different ways with just a spoon. Everything was going find until she as captured by H.Y.D.R.A.
1. S Y N O P S I S

_**Agent Spencer Coulson**_

 _ **The Avengers Part I**_

 **SYNOPSIS:**

 **Phil Coulson had always dedicated his life to S.H.I.E.L.D. It was all he ever saw and did until one night, he receives a call from a woman that he had a short relationship with and it ends with Phil's world turning upside down. She tells Phil that she had just given birth to their daughter, Spencer, but the effects of the birth have taken a toll on the young woman's body therefore…she's dying and quickly. She leaves Phil with their newborn daughter much to his shock and grief.**

 **Suddenly, Phil is left with a pink, newborn baby girl and he has no clue how to raise a child. Clueless and helpless, Phil enlists the help of Dir. Fury and a few others to take on the World's most difficult challenge: Raising a child.**

 **Eventually, as the girl grows…Phil realizes that having a child and raising one in S.H.I.E.L.D probably isn't the best idea especially when there are people wanting to hurt Phil. So, the difficult decision had to be made. Phil entrusts the safety of his only daughter to a fellow agent: Clint Barton. Clint and Laura raise the little joy of a girl on their farm. Laura teaches Spencer the things a mother would teach their daughter and Clint…Well, Clint trains her much to Phil's dislike.**

 **She's turned into an S.H.I.E.L.D Agent at the age of 17 and surpasses any and all missions with ease and enough to go on missions with Clint and Natasha.**

 **At the age of 21 Spencer is a bundle of sunshine Agent who is every bit of lethal and deadly as the Master Assassins who have trained her until…she's captured while on a mission and taken to a H.Y.D.R.A testing facility and experimented on. Through the pain and agony, she survives knowing her father and family will find her…and they do.**

 **It's now a year later, and Spencer is recovered completely from her ordeal with H.Y.D.R.A but then her world is spun out of control again when her beloved Hawkeye is taken prisoner by an Asgardian named Loki. She must suit up with Natasha and assemble the rest of their team for the incoming danger that threatens to destroy her world.**

 **(The first part of this story will follow Spencer throughout the first movie. Building her up, her relationships with the Avengers, and seeing the person she is. The second part, which will** _ **not**_ **be uploaded separately, will focus more on the attraction between Spencer and Pietro when they first meet at Strucker's lab in AoU.)**

 **I will say this only once. I do now own anything other then my OC's! Everything else belongs to Marvel.**

 **Thank you and enjoy the prologue!**


	2. I N T R O

**May 15** **th** **, 1990**

 **10:05 PM**

 **Location:** _ **Classified.**_

Phil Coulson was at his desk at S.H.I.E.L.D headquarters late at night doing his best to finish his paperwork that threatened to consume his entire soul. His head ached and his body was exhausted from the day's events. He had been shot at numerous times, whacked around like a rag doll, and beaten up badly by his own boss and friend, Dir. Fury. Of course, it had only been friendly sparring but Dr. Fury wasn't the type to go easy especially when their day had been full of stress.

Phil was jotting down quickly on the paper about his report on his earlier mission when his phone rang. He paused slowly wondering who could be calling him this late in the night. Hardly, anyone called him not that he minded but most of the time when someone called this late was either Clint Barton or Natasha Romanoff or Dr. Fury calling in about a mission that needed his immediate attention. With a sigh, he picked up his phone that had been sitting, screen down, at the corner of his desk and frowned when he saw the caller I.D:

 **UNKNOWN**

His body was now on full alert and his mind raced with endless of possibilities' of just _who_ could be calling him. Phil wouldn't lie…his life was dedicated at shield and he knew of the enemies that were out there dying to get their hands on him. Phil relaxed himself setting up a tracer so that if things did go wrong, like he expected, then he'd at least had a location of whoever was calling him.

He answered on the sixth ring and pulled his phone to his ear and cautiously stating, "This is Phil Coulson."

He heard labored breathing on the other end and quickly deuced that it was a woman calling him and he was proven right when a strained, breathless, _familiar_ voice replied, "Phil?" Phil's body froze and his heart stopped beating for a spilt second. He was acutely aware of someone entering his office: Dir. Fury. Dir. Fury stared at Phil, upon seeing his reaction, and narrowed his one eye at him silently asking what was wrong.

"Lana?" Phil asked after his shock surpassed him.

There was a commotion on the other end and he heard the soft cries of a child in the background, "Phil…" Lana whispered in a voice that was full of anguish and grief and that alone, alerted Phil even more.

"Lana, what's wrong? Are you okay?" Phil fired out questions.

Despite, his brief but lovely relationship with the woman, Phil did care for her greatly and had told her if anything were to happen that she would always be welcomed to call him but he hadn't spoken to her for nearly a _year._ He heard her exhale unsteadily, "Phil, I know this isn't the best way to have told you this but…the reason why I haven't answered any of your calls is because…I was pregnant," Phil's eyes widen instantly alerting Dir. Fury who had taken a step closer to Phil but the man quickly held his hand up stopping his friend from advancing. Phil struggled to understand that words Lana had told him. Immediately, his mind counted back to the last known date he had sex with her and the time they spent apart. It made sense. Phil knew Lana wouldn't lie about something so _serious._

But something in his gut told him…something was terribly wrong. "And? What's wrong, Lana? Did…Did the baby not survive?" Phil demanded feeling his ache clench tightly at the possible knowledge that _his_ child hadn't survived.

Lana's airy and beautiful chuckle eased his worries but not all of them because of the pain in her voice as she answered, "No, she did survive," Phil's heart jumped and his eyes widen with relief and then he felt the urge to go Lana and see their _daughter_ together, "She's so beautiful, Phil. She has your eyes, you know, got your ears too." Lana whispered sadly and Phil clenched his hand tightly desperately wondering what was wrong.

"Lana…" Dir. Fury was now sitting in front of Phil with look of curiosity, "What's _wrong?_ "

Lana broke out in a sob whispering frantically, "Phil…I'm _dying._ "

Phil's world collapsed onto of him and he jumped up as grief struck his heart, "What do you mean you're dying, Lana?" Phil demanded in a loud voice unwilling to believe that the woman…the mother of _his_ child was dying.

He heard her soft cries as she stuttered to answer him, "S-S-S-Something went wrong after I gave birth to our daughter, Phil, I don't know what and the doctors won't tell me but I'm dying and I don't have a lot of time left…" She choked out a sob as tears began to sting in Phil's eyes, "Our daughter…she needs you, Phil. I don't have any family left...and I know with your job…oh god, Phil, I'm so scared. I don't want our daughter to be thrown into foster care!" She sobbed as Phil swallowed the lump in his throat.

"Lana…" Phil struggled.

"The doctors said I only have a few hours left…maybe less…Phil…please, be here with me…please give our baby girl a chance because I don't think I can go peacefully knowing she isn't with you." Lana's voice was full of pain…and fear…and grief.

Phil looked at Dir. Fury who had been watching him but Dr. Fury was already on the phone demanding the fastest S.H.I.E.L.D plane to be ready for take off in five minutes. Phil's mind raced desperately trying to decide what to do. He knew he wouldn't leave his only daughter to suffer through the system of foster care, hell, he wasn't going to say no to Lana. Phil wasn't that kind of man. As much as taking in a newborn child scared the shit out of Phil…he would never do that to Lana and his newborn girl. Phil could never live with himself even if he had thought about it.

There was so many questions and obstacles that run through his head and he feared for the safety of his daughter. Phil shook his head. No, he would cross the bridge soon but first, he needed to get to Lana…get to his newborn daughter before it was too late.

"Where are you, Lana?" Phil asked with a fierce mask of determination.

He wouldn't abandon Lana or his daughter.

 **May 16** **th** **, 1994**

 **Portland, Oregon.**

 **12:15 AM**

Phil raced through the hospital with Dir. Fury as his side. Phil was beginning to panic and he knew his friend noticed. Dir. Fury had been strangely silent throughout the plane ride to Portland. Phil knew Dir. Fury was only giving him his space which Phil was extremely grateful for. "You need to relax, Phil." Dir. Fury stated calmly ignoring the frightened looks of the nurses they were following.

Phil shot Dir. Fury a dry look, "I am calm."

Fury scoffed but kept any further comments to himself.

But Fury was right. Phil needed to relax but how could he? His ex girlfriend and the mother of his child was _dying_ and was leaving him with said daughter. Phil had a massive knot in his stomach as they reached the child's section of the hospital. Phil was torn. He wanted to be happy. He had a daughter! A sweet baby girl who had his eyes and ears! But he was extremely stricken with grief. Lana, a woman whom he cared deeply for, was dying and very soon.

His heart was torn in two.

He didn't know what to think…or what he would even say when he saw Lana but he had to keep calm. He couldn't show his fear…or his grief…or his happiness.

"Do you think I can do this, Nick?" Phil looked up at his friend with a helpless expression.

Nick's serious and cold face softened slightly, "No, because you raising that baby alone is a dumbass idea," Phil's jaw almost dropped to the ground, "But you raising a baby with friends isn't," Fury looked at his friend with a determined frown, "Lana…Lana might be leaving you…but you won't have to do this alone, Phil. We'll figure something out."

Phil nodded meekly slightly reassured before the nurse, who had been guiding them, stopped at a pink door with the number: **1052** on it. The nurse turned towards them with a sad smile, "She's in here. Are you ready, Mr. Coulson?" She asked eying him and she could probably see the panicked and pale look on his face.

Phil sighed but composed himself for seconds before nodding to the small, fat nurse, "Yes, I am."

She smiled a bit more and opened the door gesturing for the gentlemen to step in first. Phil stepped in and immediately the smell that came with babies swept his senses and all he saw was a pink room with girly flowers and decorations around him. In the middle of the room laid Lana…pale and sickly but with a happy, beautiful smile on her face as she gazed up at Phil. A doctor was hovering over her checking her vitals. A bundle cradled gently in Lana's arm.

"Phil," Lana whispered softly seeming so happy to see him, "Director Fury." She seemed surprised but she slipped another beautiful, strained smile at the intimidating man.

"Lana." Fury nodded respectfully gracing the woman with a very small, sad smile.

Fury leaned against the wall as Phil moved towards the bed, towards Lana, towards his newborn daughter. His eyes were glued onto the cooing bundle in Lana's arms. Lana adjusted her hold on their child and allowed Phil to see her.

Phil's world momentarily stopped. His eyes connecting to that of his daughter's and he felt the air in his body vanish. His heart clenched painfully before shattering and then going back to rebuild itself as Phil fell instantly in love with the pink baby girl staring at him with kind blue eyes that were almost identical to his own. He forgot to breath. He forgot to speak; He forgot that the mother of his child…his _only_ child was dying.

The baby was small but healthy with rosy cheeks and a beautiful face that was similar to Lana's. Her blue eyes stood out in contract to her pink skin. She babbled and cooed reaching out towards him with a look of pure, innocent happiness. Phil, too shocked to even speak, reached out with his index finger until the newborn clasped her tiny fingers around his index. _How could something be so small and fragile?_ Phil thought in utter shock. She was so tiny. Her little hand was so tiny.

Phil couldn't believe that this was _his_ daughter.

Phil blinked when he felt tears in his eyes and hastily wiped them away, "She's so beautiful." Phil told Lana in an amazed whisper.

Lana, despite the obvious pain she was in, smiled happily at Phil, "Isn't she?" Lana mused gently playing with the tuff of light brown hair on top of his daughter's head. The baby had gained her mother's hair color. "Would you like to see her, Director Fury?" Lana asked gently shifting her arms towards Phil.

Phil's eyes widened in panic and his mind started racing with bad thoughts. _Oh my god, please don't let me drop my own child!_ Phil pleaded silently as he awkwardly cradled the cooing baby girl in his arms but amazed at how she felt in his arms. She was so small…so innocent…so beautiful. Fury moved away from the wall and stood next to Phil. Lana relaxed in her bed knowing how little she had before she would perish. Phil looked up at Nick whose face had softened considerably. Nick smiled faintly, "Never seen anything so damn small before."

Phil couldn't help but to laugh in agreement feeling his heart surge with pride, "Is it normal for her to be this small? Don't they have some sort of baby guide?" Phil turned to Lana who had her eyes closed.

Lana blinked groggily but giggled, "No, they don't, Phil," Her voice was full of patience and sadness, "She is quite small but the doctor said she's completely healthy."

Phil stared at Lana with pain and longing as Nick wiggled his finger, which the newborn had grasped with her tiny hand, "Lana…"

Lana shook her head, "Don't grieve too much, Phil. I know you'll take care of our daughter. I can see it in your eyes, you know, you won't disappoint me. I've made my peace…I'm sad that she won't be able to know me…but I'm sure you'll tell her everything about me when she gets older." Lana whispered as the heart monitor started dropping and her voice started fading.

The rapid beeping grabbed the attention of the doctors outside, who had stepped out to give them some privacy, and rushed in. Phil's eyes widened in panicked and he reached out to grab Lana's hand, "I'm so sorry I wasn't there, Lana!" Phil choked hear his daughter's cries. Lana gave him a weak smile and squeezed his hand.

"It's alright…I don't blame you, Phil. I love you, you know? I love our beautiful baby girl too. I just…I just hope you can forgive me for leaving." Lana's eyes blurred as her heart rate began to drop but no one could do anything. The doctors knew she could not be saved. The child birth had taken a toll on the young woman's body.

Phil felt his heart shatter as he handed his crying daughter to Fury who silently took the crying child. Phil kneeled at Lana's bedside whilst grasping her hand. Tears falling from their eyes. "Before you go…"Phil choked out, "What did you name her?"

Lana gave one last smile, "I thought it would be best for you to name her, Phil." Her voice growing weaker and weaker and Phil couldn't help but to feel so useless. He watched the smile on her face falter silently, the fading look in her beautiful green eyes, he felt the tight grasp of her hand in his falter completely, and heard the sound of the monitor flat lining.

 **A few hours later…**

Phil stared blankly outside the window. Fury was in the back making a few calls. Phil didn't bother to ask who he was calling. Phil was too full of emotions to care. His mind was dull…his heart was shattered…his world felt like it had been stomped on. Lana was gone. She was really gone. Phil couldn't wrap his mind around it. Lana was dead and in her wake left Phil with—

The movement in his arms caught his attention. Phil looked down at the newborn sleeping soundly in his arms…where she belonged. In that moment, his heart built itself up again and his mind reactivated again with so many questions of what the future would have in store for him and his daughter…Spencer.

He named her after Lana…her middle name away. Lana Spencer Kingsley. Now, in his arms and sleeping was Spencer Rose Coulson. Phil watched his daughter sleep peacefully and strangely, he sought comfort in watching her. He never knew something could ever be so small and fragile and warm. He never knew something so small could leave such a massive impact in his heart but he would do right by this little girl and Lana. He would do anything for Spencer, be anything. There was no doubt in Phil's mind that he would move heaven and earth for this tiny bundle.

Even if it meant leaving S.H.I.E.L.D to raise her.

"You know, I don't like babies but this one is certainly a keeper," Fury's voice broke Phil out of his trance. He saw Fury take a seat in front of him, "Ain't never seen such a pink thing in my whole life." Fury's words were gentle and quiet as he gazed at the sleeping newborn with evident fondness.

Phil cracked a small smile, "I can't help but to think how small she is."

Fury nodded in understanding forward, "She'll grow."

Phil chuckled at that, "Not too fast, I hope." He looked at Fury, "How are we going to do this, Nick?" Phil rubbed his temples, "I don't know the first thing about raising a baby. What do they eat? Where do they sleep? Can I feed her hot dogs?" Fury's lips twitched up in amusement at his friend's panicked questions.

"I made some calls," Fury's answer had Phil confused, "Melinda May, Victoria Hand, Clint Barton, and John Garrett are heading to H.Q to meet with us for our newest mission."

Phil frowned at Fury, "A mission? Now?" Was Fury fucking crazy? The mother of his child just died and he was left to raise a baby!

Fury nodded and leaned over to run his thumb on the soft, pink skin of Spencer's cheek, "Our newest mission? How to raise a baby." Fury murmured with a small smirk.

* * *

 ** _Hello! I hope you all enjoyed the prologue of my new story! I am new to the Avengers Fandom so if I get anything wrong, please do not hesitate to correct me in a manner that isn't rude. I've had this idea for awhile so, hopefully it'll give you something new and different to read. I like Phil a lot so, I wanted to do something with him. This is a Pietro/OC story but, obviously, he won't come in until AoU. Which is in part two! So, please bare with me because it will be an eventual Pietro/OC._**

 ** _I hope you enjoyed and please, review your thoughts!_**


	3. O N E

**Holy shit, I really wasn't expecting such a good response to this story but I thank every single one of you who Favorited or followed! It absolutely made my day seeing those emails! I wasn't going to upload until next week but I decided what the hell XD You guys certainly deserved it. I hope you all enjoy it and I will see ya'll at the end of the tunnel!**

* * *

 **May 1** **st** **, 2012**

 **11:42 AM**

 **Location: New York City, NY.**

"I swear, Fitz, if you tell me how to properly measure the damn vanilla extract, I will kill you with this measuring spoon." Spencer scowled at the Scottish-born S.H.I.E.L.D Agent. His darker blue eyes met Spencer's and the older boy Genius gave her a nervous smile, obviously not taking her threat seriously.

His counterpart—best friend—Jemma Simmons giggled lightly not taking Spencer's to heart, "Relax, Spencer, he just wants to make sure the cupcakes don't have a lot of vanilla flavoring." Simmons explained in her usually happy voice. Her light brown hair was pulled up in its usual pony tail and her hazel eyes were gleaming brightly at both Spencer and Fitz. Spencer rolled her eyes at the dynamic due.

"It's _vanilla_ cupcakes," Spencer sarcastically answered back taking the metal measuring cup and adding more then half an ounce of Vanilla Extract and dumping it into the mixing bowl much to Fitz groans of protest, "It's suppose to taste like, oh, I don't know, _vanilla!"_ Spencer smirked at the annoyed Fitz and a smiling Simmons.

Fitz glared at her, "Yes, but if you put too much extract it'll taste like a damn diabetes cupcake!" Fitz threw his hands up but Spencer rolled her eyes waving his off.

Spencer had been at this damn bakery for almost an entire _year._ She was sure she knew how to make the cupcakes here with her damn eyes closed. Fitz and Simmons were here running an errand at S.H.I.E.L.D HQ in New York. It was one of the rare times that the geniuses were actually out of that damn nerd place called the Academy or whatnot. For whatever odd reason, the both of them decided to visit S.H.I.E.L.D's little bakery where they sent Agent's on recovery to work and live as _civilians._

Spencer resisted the urge to shudder. When she was first rescued from a H.Y.D.R.A testing facility last year, Dr. Fury had sentenced her to recover by living _peacefully_ as a stupid civilian and add insult to injury as a fucking baker. Spencer felt her left eye twitch and a hum of electricity cackle between her fingers. As humiliating as it had been, Spencer did enjoy living as a civilian but it had been a year and she was desperate to get back out on the field. She wanted to go on missions where she knew she'd be useful not fighting with some weapons genius on how much vanilla extract to add to a stupid cupcake mix.

Seeing the dark look in her eyes, Simmons hastily laughed and patted Fitz shoulder, "Come on, Fitz. Spencer's been here for a lot longer then you. She would know better." Simmons batted her eyelashes at Fitz, without even realizing it, and Fitz seemed to melt at her puppy dog gaze. Spencer couldn't help but to roll her eyes seeing how clear their attraction was. It definitely wasn't just a best friend's one, either.

"Fine," Fitz sniffed, "I'll give way but only if you give me a red velvet cupcake."

Spencer chuckled lightly with a small shake of her head, "Fine, it seems fair even though I'd give you a million just to shut you up." Spencer's eyes danced with amusement meaning no real harm and Fitz cracked a smile at her. Her sense of humor, often not, would wound her fellow Agents since her humor was a bit blunt. Spencer blamed it on being raised by Dr, Fury, Melinda May, Victoria Hand, and John Garrett then babysat by Natasha Romanoff later on. Spencer was glad that Fitz understood and didn't take her sarcastic humor to heart.

Fitz waltzed off with Simmons leaving Spencer to finish the cupcake mix. Despite the smallness of the bakery, it was quite popular. The agents she's grown familiar with were bustling all around her, and she could hear the chatter from outside of the kitchen. Spencer sought comfort in these sounds. When she first started working here…it often warded off the bad thoughts that would consume her. Hearing such liveliness made her smile and appreciate it more because it was better then hearing the screams that used to plague her in her worst nightmares.

"You almost finish with that?" Spencer glanced up and smiled briefly at her close friend, Agent Black. His gray eyes shimmered with amusement. He probably saw Fitz-Coulson mini battle.

"Yeah, it's about ready to be mixed. You almost done with the éclairs?" Spencer questioned wiping her hands on her apron.

Agent Black nodded, "Just a few more minutes then we can set them in the fridge, fill them up with the cream, and send them on their way. You going to leave early today? I heard Dir. Fury was in town." The man lifted the heavy mixing bowl with ease and settled it into its place before closing the safety case and pressing start on the mixing machine. Spencer's heart thudded a bit loudly at the mention of her Godfather.

"Really? He is?" Spencer questioned with barely concealed excitement.

Agent Black laughed at her excitement, "Yes, the cashiers in the front were gossiping about it. Someone saw him going into the H.Q building a few hours ago. I thought he would've—"

The sound of Spencer's phone ringing cut the Agent off mid-sentence. Immediately Spencer gave an apologetic smile as she reached into her back pocket and pulled her sleek black phone out. Speak of the devil and he shall appear, Spencer thought. Agent Black smirked, "I take that back." He says giving Spencer a charming smile before nodding her off, "I'll keep an eye on your cupcake mix while you talk to the Director."

Spencer smiled gratefully at him, "Thanks, Jesse. I'll be right back!" She moved swiftly out towards the back alley before answering the call, "I was wondering when you were going to call me, old man."

Her godfather made a sound of annoyance at the mention of his nickname, "You know I hate when you fucking call me that, Spence." His voice was full of faux anger and Spencer couldn't keep the grin off of her face even if there was a gun to her head. It was great hearing his voice. Fury was often busy doing whatever Directors of top notch secret organizations do. The last time he had called was a couple of weeks ago. Spencer briefly wondered why Nick was in New York then realized it probably had something to do with Steve Rogers waking up recently.

Spencer could definitely see her father fangirling over his favorite superhero. She wouldn't be surprised if her dad was over there with the Steve Rogers to _monitor_ him.

"Well," She clicked her tongue, "You don't like it when I call you Nick or Dir. Fury _or_ Director _or_ Godfather, so, what the fuck am I supposed to call you?" She sassed leaning against the graffiti wall and gazing up and down the alleyway that was surprisingly void of any people. It reeked of garbage and cigarette smoke.

Fury managed a chuckle, "I think you can make something better then _old man_ , do I look that old?"

Spencer reframed from laughing, "It's the eye-patch, dude."

She heard him mutter lowly, "I know, everyone tells me."

"So, what's up? To what do I owe this pleasure?" Spencer couldn't hide her excitement. She had hoped this would be the call that would end her time as a civilian and back to an Agent. She wanted to do missions again, see the world, and be with Clint and Natasha. She missed seeing them. They barely visited her since they were so busy and spoke to her through phone calls but even then, those were just a few minutes long.

There was a brief silence on the other end before Spencer heard Fury exhale, "Barton's been compromised."

It took a moment for the words to register into her mind before her heart stopped beating for a second too long and her stomach dropped, " _What?"_

"We can talk about that later. I'm at your apartment. Come quickly and I'll explain everything to you." Spencer noted the severity of Fury's voice and knew something was terribly and horribly wrong. She swallowed thickly.

"I'll be there in ten." She said quietly before hanging up and hastily making her way back into the bakery. She spared no one any glance as she moved towards her locker, grabbed her things, and out the door. She heard someone call her name but her mind was racing with too much for her to hear the world around her. She was worried. What happened? Was Barton hurt? Was he brainwashed? Why was he compromised?

 _Was it H.Y.D.R.A?_

She paled as she reached her motorcycle that was parked across the street. She shook the thought away as she hopped on her bike, put her helmet on, turned the engine, and sped down the street not caring if she was violating the speed limit. All she could think about was Barton—No, Clint. The man she loved dearly. The man who had taken her into his own home and raised her. She thought of Laura, Cooper, and Lila; especially Laura, one of her mother figures growing up, and wondered if Laura knew if Barton was compromised.

Did Natasha know?

Oh, god. Spencer felt sick. She couldn't believe this. Clint was one of the sharpest people in her world. How did this happen? What was going to happen to him? Would Fury sent Nat and her to go rescue him? Bring him back? Was he able to save?

Spencer arrived a lot faster then she said but spared no time. She quickly moved from her parking spot, punching in the code for her apartment, and raced up five flights of stairs not bothering to greet Kayla, the woman at the desk and a S.H.I.E.L.D Agent, or bothering to take the elevator. Once she made it to the fifth floor, she rushed down the hallway without breaking a sweat and placed her thumb on the scanner in front of her door and it opened. She shoved it to the side roughly glancing around the room until they landed on her godfather's figure and her father's.

Both men were lounging on the couch speaking in low tones when she had come in. Her husky-wolf companion at her father's feet but hurried over to her the moment she closed the door. She ran her fingers over the creature's ears in greeting, cooing at him, before turning to her father and godfather with worry.

"Where is he? What happened?" Spencer rushed out as she walked over to them.

Her father got up to embrace her into a tight hug. She felt the worry momentarily wash away as she hugged her dad back with just as much emotion. She had missed him. It had been a week or two since she last saw him.

"Relax," Her father looked at her worriedly, "He's fine, as far as we know." He assured her as they both sat down on the couch.

"What happened? I won't ask again." Spencer remarked feeling her nerves and patience dying. She felt her body humming with the electrical currents she knew was in her body.

Fury breathed with agitation, "Do you know of the P.E.G.A.S.U.S Project Dr. Selvig was working on?" Fury knew damn well she did. Most of the time, her godfather, father, or anyone else who had raised her found it useful to tell her everything despite her clearance level only being 8.

Spencer frowned but nodded, "Yeah, he was studying the Tesseract, right? What happened? Did it blow up or something?"

Fury paused but then sighed again, "Last night, Selvig reported that the Tesseract was _misbehaving_ and giving off high energy levels which called for a full evacuation. When we got there the Tesseract suddenly opened up a portal," Spencer was getting rather impatient. She just wanted to know what the hell happened to her beloved Clint, "Remember Thor's brother?"

She nodded muttering, "Loki?"

Fury nodded, "He somehow compromised Barton with this spear, he also turned Selvig into his own personal flying monkeys. I tried stalling because the whole place was about to cave in but they caught on and escaped."

Spencer's mind flashed towards another face, "Is Maria okay? She was with you, right?" Maria Hill was always with Fury and or her father.

Her father placed a hand over hers, "Yes, she made it out but just barely. She was chasing Barton, Selvig, and Loki before the tunnels collapsed over her car but she managed to come out with minimal injuries." Spencer felt a short burst of relief before turning to Fury with a grim expression on her face.

"So, we're at war?"

Fury looked amused for a spilt second before nodding, "Yes, we are. We're attempting to locate Loki and the Tesseract but nothing is coming up. I've decided it was time to assemble the team we've been looking at." Fury's words surprised Spencer. He had told her that the Avengers Initiate Project had been a bust and now, he was telling her that the team they picked out was going to be brought together? She didn't even know if that was going to be possible. Especially with Stark being thrown into the mix.

"So, where's Nat?" Spencer questioned.

"Getting the big guy." Her father smirked lightly.

The young girl cringed, "You know how Stark feels about her."

Fury snorted, "Not _that_ big guy."

Spencer's eyes widen, "Whoa, you sent her to go get the _hulk?_ " Spencer gasped with evident worry. It wasn't that she didn't trust Dr. Banner…it was just that she didn't trust his counter part _at all._

"She was our best option to get him aboard our program. We need him to locate the Tesseract as quickly as possible." Fury answered calmly not sharing Spencer's worry.

"So, why are you both here? I'm sure you could've told me all of this over the phone," Spencer's eyebrows were pulled down, "As much as I missed you guys, I don't think this is a normal visit."

Fury smirked and her father laughter lightly, "She's sharp, huh?" Her father boasted proudly making Spencer blush.

"She better damn well be, we raised her." Fury said but Spencer could see the pride in his dark eye. It made her blush even more but the pride that swelled in her chest made her feel extremely happy. "But you are right, we aren't just here to visit," Fury got up with a thoughtful expression on his face, "Your father and I have discussed this a lot…with everything that happened last year we're both a bit reluctant to be doing this…but you're a massive asset to S.H.I.E.L.D. One of our best and at such a young age," Fury began to pace and Spencer sparred a glance towards her father who was watching Fury with a serious expression, But you'll be a bigger asset to the Avengers team if you were to join."

Spencer's eyes widened in complete shock and she felt her jaw drop open before she began to sputter, "Y-Y-Y-You want me? _ME?_ To be apart of the Avengers?" Spencer all but shrieked with shock. A big part of her felt so proud and happy and honored. To hear her godfather say these words to her…made her want to cry in joy but she couldn't helped but to be shocked. She honestly thought the both of them would've kept her out of the fight and somewhere safe.

"With your record, your training, and your powers you will be an amazing asset to this team, Spencer. I know…I know I don't say this often but you've made us very proud. We, obviously, worry for your safety but…with everything that is going to happen soon…and the world being in danger…we both thought it was a good reason to put you back out on the field and keep an eye out for you." Fury explained sitting back down and even gracing Spencer with a rare, fond smile.

She beamed brightly at both men, "This is…this is definitely not what I was expecting but I'll take it. I'll make you so proud! I'll do everything I can…even though I'm not sure what I'm going to do or what is going to happen but I'll make sure our world stays safe and I know the others will too, we just need to give them a push in the right direction." Spencer rushed out with a giddy grin. She was back in business but this time, as an avenger!

But it wouldn't be easy…whatever was coming…Spencer needed to be prepared. All of her training, all of her hard work, all of her struggles would come down to this. She was going to save the world, she was going to bring back Clint, and she was going to kick Loki's Asgardian butt for threatening her world and her friend.

"Now, I'm on my way to go get the Captain," Spencer shot a smirk towards her father who gave her a smirk in return, "You will accompany your father to Start Tower later in the afternoon and convince him to join our cause; shouldn't be too hard. Stark can't resist. He's far too nosey for his own good." Fury muttered the last part with obvious dislike.

Spencer chuckled along side her father, "He just needs to be baited in." Spencer shrugged.

Fury snorted, "Motherfucker is cocky and not a team player but hopefully, we can move past that and get shit done." Fury stated.

"What about Thor? What's the status on him?" Spencer couldn't help but to ask.

"We don't know," Her father answered, "He's worlds away and we can't rely on him to fight our battles. If he shows then it'll give us an advantage but if not, we're on our own on this one."

Spencer nodded in understanding but hoped that the Asgardian God would come to their aid. She hadn't met the God, she had been imprisoned by H.Y.D.R.A at the time, but she wanted to meet him. Her father spoke fondly of the Asgardian whenever she asked about him.

"So, then, we have our orders? Where are meeting at?"

"At the hellicarrier tomorrow at 0700 hours." Fury spoke, "Your father will be leaving after you drop off the file at Stark Towers, Head back here, prepare yourself, and be outside an hour before and we'll have someone pick you up and take you to the airport." Fury instructed.

Spencer nodded before smirking, "What about Cooper?" Spencer asked running her fingers through the soft, golden-white fur of her companion.

Fury gave her a dry look, "That demented mutt stays here. I won't have it running around my hellicarrier pissing over everything."

Spencer pouted as her father laughed, "Come on, old man, he's potty trained now!"

Fury scoffed in disbelief, "I don't give a damn. He is not setting a paw onto my hellicarrier!"

Spencer laughed shaking her head. Things were definitely about to get interesting. Spencer could only hope that things wouldn't be as bad as she thought but when you're bringing together a wayward team with different personalities…who knew just how bad things would get. She just prayed to whatever God was out there…that he or she would keep Barton safe and out of harms way until they brought him back.

Spencer suddenly perked up deciding to kill the grim mood, "How about we play Jenga?"

"Hell no!" Fury snapped.

"Yes! Let's play so I can finally redeem myself!" Her father blurted out.

* * *

 **All right, how was that? I think I did well. I didn't want to come out and say Spence had abilities from being experimented on by H.Y.D.R.A but I gave little hints as to what it was. As we get further into the story I'll give some brief flashbacks of Spencer's time in H.Y.D.R.a and stuff. And also, I fixed a mistake in the first chapter about the people who were going to help Fury and Phil raised Spencer. I forgot that Nat and Maria are only in their early thirties during Avengers therefore it would've made them, like, ten or something around the time that Spencer was born.**

 **Wait, a small also, as you can imagine and saw from the beginning of the chapter that I inserted two characters from Agents of S.H.I.E.L.D. If you haven't watched it, please do so because it's so amazingly awesome! Phil is just, ugh, awesome. As you can probably figure out since Phil is the main character in the show that Spencer will make some brief pop-ups and I plan on bringing her in on a few missions.**

 **Another also, can you guys imagine Fury babysitting baby Spencer while Phil's trying to make dinner? (Obviously something not hot dogs) I laugh so hard at the mental picture of an annoyed Fury watching a hyper three year old Spence whose running around giggling and Phil's screaming in the kitchen because he burnt the pasta XD**

 **Question: Who would be the mother hen? Phil or Fury?**


	4. T W O

**_Sorry for the shortness of this chapter. I thought it would serve you better to have something, even if small, then to not have anything at all. So, I apologize for that and also any errors._**

* * *

"Seriously?" Phil Coulson scowled at his daughter.

Spencer blinked up at him innocently as they rode up Tony Stark's private elevator up to his penthouse. It had taken Spencer a moment to hack into Stark's system to get J.A.R.V.I.S to budge the damn elevator. Spencer would've thought her father wouldn't have been surprised by now, she was very talented. Spencer wanted to snort but didn't. She had a _year_ of wiggle room to do whatever she pleased and she used it wisely. "What?" She tried her best not to smirk but failed in doing so.

"Hacking? That's what you did in your spare time?" His lips twitched upwards. He was trying to be that responsible parental figure but all of S.H.I.E.L.D knew Phil was far from a responsible parent. It was Fury who was the responsible one. Her dad did try to feed her hot dog when she first came home with him. Oh, then there was this one time, when her dad dropped her into a pond when Spencer was five. Spencer remembered the angry face of Agent May when her father brought her into Agent May's house, it was her turn to baby sit, and she almost kicked her dad's butt for being an idiot.

Seriously, Phil Coulson was far from responsible.

"I told you it was either hacking into major networks for information or starting my own corporation so, I can save up for college!" Spencer chided quietly.

"You didn't even go to college." Phil grumbled.

"Neither did you," Spencer pointed out calmly with a smirk, "Besides, I went to college!"

Dad gave his daugher a flat ass look, "You went for a week, sweetie, then you threw your binder at the professor calling him an idiot for thinking Harry Potter is a child's book _then_ you dropped out of college." Like, Spencer had stated. He was trying to sound disapproving but she knew he wasn't. Hell, he had been proud when she returned from college to S.H.I.E.L.D's HQ base and told him what had happened. Her dad _loved_ Harry Potter!

"Your binder was also filled with graphic doodles of your professor, if he was a female. Which by the way, I framed up on my mini-fridge." Dad grinned proudly and they high fived.

"Those doodles were pretty cool, huh?" Spencer grinned back at her old man.

He nods quickly, "The detail was so amazing. He'd be one ugly woman."

Spencer gasped, "I know, right? Geez, and I thought he was hideous as a man!" The young assassin threw an arm out in dramatic effect before her old man rolled his eyes and took out his phone.

"Let's see if Stark is going to play nice." Phil put the billionaire on speaker as Spencer hacked expertly from her phone overriding Jarvis's protocol to allow the call to go through to Stark's personal cell. "Stark, we need to talk." Phil said bluntly.

On the little screen showed Tony Stark in all of his idiotic but genius glory. Geez, he was getting old. Spencer should probably freak him out and tell him that he was getting old; she smirked then frowned. He'd probably throw her off his balcony and towards her death.

"You have reached the life model decoy of Tony Stark, please leave a message." Was Tony's sassy and _brilliant_ comeback.

Spencer almost face palmed, "Seriously?" She whispered mockingly, "The genius behind Iron Man comes up with that shitty excuse?" Spencer couldn't help but to roll her eyes and she saw her father smirk in response.

"This is urgent." Her father persisted.

"Then leave it urgently." Tony sarcastically answered before hanging up.

Spencer scoffed as they reached the top floor and the elevator doors opened. Spencer hummed in approval of the large, spacious, and luxurious space. It could easily see all of New York from up here. Spencer definitely approved…not that she would ever tell the playboy that. Tony was glaring at her father while Pepper Potts was off to the side with a small glass of champagne in her hand. She was sitting on the couch looking amused unlike her boyfriend.

"Security breach," Tony states with a glare and looks at Pepper pointedly, "That's on you."

"Mr. Stark." Phil smirks.

"Phil! Come in!" Pepper greets the older agent warmly before noticing Spencer, "Oh, Spencer! I haven't seen you in a long time," She hugs the young girl tightly and Spencer hugs back.

"It's nice to see you again, Pepper. It's been quite some time." Spencer beamed at the older woman.

"Phil?" Stark scoffed, "Spencer? Long time? What the hell." He was frowning at Agent Coulson and the younger girl named _Spencer._

"We can't stay." Phil stated professionally as Pepper hurriedly poured them some light champagne. Pepper handed Spencer a glass and the girl grinned at Pepper. Phil glared at his daughter in disapproval but took his drink happily. Spencer shot her father a glare of disapproval before they both smirked at one another and took sips of their drinks.

"Uh, his name is Agent. And who's the munchkin? Do they start that young?" Tony came to stand in front of Spencer, sizing her up.

Spencer arched an eyebrow, "I'm twenty-two, Mr. Stark."

He gasps mockingly, "And here I thought you were seventeen."

"I started training at the age of fourteen." Spencer pointed out with a proud smirk.

"Come on in, we're celebrating." Pepper pulls them into the large living area.

Spencer whistled looking around, "Nice digs." She commented.

Spencer momentarily lost interest in the bickering between her old man, Stark, and Pepper. She was observed in looking at the amazing view. (I don't like being handed things.)

Spencer should've seriously started her own corporation. She would've been a billionaire too. Damn it! (That's alright, cause I love to be handed things. So, let's trade.)

"Thank you." Phil said kindly.

"Hey, don't you steal anything!" Tony called over at Spencer.

Who in return, gave him a flat look which he didn't see because he was glaring at her father, "Official consulting hours are between eight and five every other Thursday." Tony wittingly replied with a prideful smirk.

Spencer walked over to stand beside her dad stating, "This isn't a consultation."

Tony glared at her before pulling out his wallet, "Why don't you go buy yourself a candy bar, eh, kid?" Tony smirked handing Spencer a twenty.

Spencer scoffed, "A twenty, seriously? You're _that_ cheap, dude?" But she snatched the twenty out of his hand before he could take it back.

Tony looked amused and offended and was about to spit out a sassy comeback when Pepper spoke up looking excited now, "Is this about The Avengers?" She squeaked with wide, blue eyes.

Phil gave her a flat look while Spencer gave her a curious one and she quickly sputtered out, "Which I…I know nothing about!" She says with a sheepish grin and Spencer giggled taking another sip of the bubbly champagne.

Tony rolled his eyes, "The Avengers Initiative was scrapped, I thought," Then glares at Spencer's fauther, "And I didn't even qualify!"

"I didn't know that either!" Pepper adds in with a grin.

"Yeah, apparently I'm volatile, self obsesses, don't play well with others." Tony was walking backwards towards his desk with the files in his hands.

"I think the whole world knows that." Spencer remarked coolly in a voice that almost mimicked Natasha Romanoff's voice. It made Tony's left eye twitch.

The handsome billionaire gave her the stank eye, "Why is she here?"

Phil ignored Stark's question, "This isn't about personality profiles anymore."

Stark threw out the files so they appeared around him; profiles, videos, and other important things about the other Avengers all out for him and Pepper to see. Pepper looked surprised while Tony was looking at everything with sharp eyes. Pepper and Tony were whispering to each other. Spencer looked at her dad, "My file isn't there." She took note.

He nods, "When we found you last year, Fury had wiped out everything in your name just to make sure H.Y.D.R.A didn't try to hack into our systems to try to find you again."

She hummed in approval, "Awesome, I don't have to do taxes anymore." Spencer joked with a grin.

Her dad chuckles, "You never did taxes before, kid."

"I know!" Spencer beamed, "How awesome is that?"

Then she noticed Pepper leaning into Tony and whispering words of seduction into his ear. Tony's eyes widen and Spencer's dad slapped his hand over her eyes. Spencer laughed taking a sip of her drink. Tony then grudgingly agreed and Pepper beamed at Spencer and Phil gesturing for them to follow her into the elevator. "Seriously, who are you?" Tony was staring at Spencer with a frown before he glanced at the profiles surrounding him.

Her dad was the one to answer, "She's my daughter."

Spencer beamed at the prideful tone in her father's voice. Tony looked completely shocked, "You have a daughter?!" Tony gapes.

Spencer nodded with an easy smile, "His pride and joy."

Pepper snickered from beside them.

"Whoa, I never heard of such a thing!" Tony waves his arms up, "And I know everything!" He adds loudly.

Spencer laughed and said, "Apparently not everything. Are you losing your touch, Mr. Stark?" She taunted as she backed into the elevator beside her father and Pepper.

Tony gawked at the young, smirking girl before glaring and was beginning to say something before the elevator doors closed on him. Pepper looked amused, "Haven't seen him that riled up since yesterday." Pepper looked gleeful now.

"Spencer has a way of pushing buttons when she wants too." My old man smirks at his beautiful daughter.

She grinned, "Learned from the best." She states.


	5. T H R E E

**_Hey, guys! Welcome back to another chapter. I am a bit sorry for giving you another short chapter! I work full time and my hours are a bit whacky meaning I only have a few hours to do what I need to do before going to bed around six in the afternoon. I was going to make a longer chapter but I ended up falling asleep after I got back from work and didn't wake up until three, almost four. So, I do apologize but I'm off Sunday and Monday, so hopefully I'll give you a longer chapter._**

 ** _Anyway, as you know, I do not own anything but my OC's. Everything else belongs to Marvel._**

 ** _Sorry for any errors of any sort. This was a bit rushed._**

* * *

"Oh, god, I've missed my swords." Spencer whispered in awe she swiftly twirled black katana's in her dainty hands. She was currently suiting up with Nat. They were both in their temporary living quarters. This section of the hellicarrier was only meant for the rest of the Avengers. Nat's room was right across from Spencer's. Her usual uniform had been neatly folded on her bed along with her other weapons; the weapons she absolutely adored. Spencer was standing in the room in nothing but her bra and underwear, since she had just taken a shower.

Nat was shaking her head with a small, amused smile, "You're had them tinkered with while you were away." Nat murmured coming to the young girl's side and gesturing to the matte black throwing knives set out on her bed, "We've infused these with a certain type of metal that will observed your electricity, so, when you throw them—" Nat gestured for her to pick one up.

Obediently, Spencer picked one of them up, allowing the electricity humming in her body to flow to her fingertips and immediately, the black blade began cackling with blue electricity. Spencer glanced at Nat with excitement. Nat smirked at Spencer's reaction before nodding her head silently commanding Spencer to throw the blade. With a swift flick of her wrist, the blade flew forward embedding itself into one of Spencer's pillows. Instantly, the entire pillow began to sizzle and cackle with electricity for a couple of seconds before stopping. Spencer quickly plucked the blade up and marveled at it.

"Oh my god, you know, I love when I get new toys." Spencer whined happily doing a little happy dance.

Nat rolled her sharp eyes, "You also got some new modifications with your uniform. We made it out of material that won't burn at your clothes whenever you challenge your inner Sparky." Nat grinned slyly at Spence knowing the assassin hated when anyone called her that.

Spencer shot Nat a dark, flat glare before setting her blades down and picking up the black Glock 32 that her old man had given her a long time ago. It had been his when he first started at S.H.I.E.L.D and she treasured it dearly. "What about this baby? Please, tell me you modified it too!" Spencer begged happily.

Nat laughed softly and shook her head again, "I think you have a bad obsession with being an assassin, Spence." Nat teased fondly.

Spencer grinned at Nat before saying, "I was taught by the best agents in the world, Nat, don't forget that."

Nat smiled at the compliment but there was this sad, distant look in her eyes. She always had that look in her eye. Spencer never asked why. Spencer knew Nat had a rough upbringing and she only knew the things Nat has told her about when Nat was younger years before S.H.I.E.L.D but Spencer suspected that the sad gleam in Nat's eyes…was because she was remembering a horrible part in her younger life.

"The bullets," Nat cleared her throat as she returned to normal, "They're infused with the similar metal in your throwing knives. To harness your electricity."

Spencer's eyes widened, "Whoa," I whispered lowly, "That's going to suck for whoever gets shot by me." She commented with a slight cringe.

"You can try it out on Tony." Nat suggested innocently.

Spencer sent Nat a dry look but there was a smirk on her face, "I could, couldn't I?" The girl mused gently. Both Nat and Spencer exchanged smirks as Spencer reached over to begin getting dressed. "Estimated time for arrival of the green guy and the old man?" Spencer questioned pulling the black, tight jeans on.

Nat plopped back down in the chair in the corner, "Within ten minutes. So I suggest you hurry." Nat responded quietly before smirking, "You wanna bet that Phil asks Captain Steve Rogers to sign his trading cards?"

Spencer laughed throwing on the tight black shirt swiftly, "He's probably too star struck to even ask." Spencer quietly strapped on her sheaths on her back, gun straps to her left thigh while her throwing knives on her right thigh. That was her uniform to waltz around the base but when they were in action, She'd wear something entirely different. Spencer pulled on some black socks and tugged on her favorite black high top Converse.

Spencer tucked her short hair behind an ear before turning to Nat with a grin. Her eyes were on Spencer's converse, "Seriously, what is up with you and those shoes." Nat shook her head with a small smirk, "They're against protocol."

Spencer snorted, "As if anyone cares." She replied breezily as they both exited Spencer's room and started to head up towards the main deck. "How long did we're up in the air?" Spencer was replying to a text message from Fitz. Apparently, he wanted her to try out some of his new toys he left with Director Fury. Spencer shook her head with a small chuckle replying sweetly: _I'll try not to break these new ones;)_ before turning her attention to Nat.

"Should be soon," Nat glanced at her watch, "Once the Cap and Dr. Banner arrive, I believe." She handed Spencer her earpiece, which She had totally forgotten to put on. Spencer gave Nat a sheepish giggle since Spencer saw the stern look on Nat's face.

Spencer swiftly put in the earpiece, "So," She pursued her lips glancing at Nat, "Have you heard anything on Clint?"

Nat stiffened at the mention of the older assassin, "No," She spoke icily with a displeased frown on her sharp features, "They don't want word getting out about him especially to…Laura and the kids."

Spencer's stomach turned uneasily and nodded, "Has she called you?"

Nat shook her head, "No, thank god."

 _"Dr. Banner has just arrived. Captain Rogers should arrive momentarily."_ Director Fury spoke through their earpiece.

Spencer breathed in a sigh, "I finally get to meet Dr. Banner." She muttered with an uneasy grin.

Nat, on the other hand, didn't look as affected. "As long as he doesn't get angry we should be fine. Just remember what Director Fury told you earlier about interacting with him." Nat reminded as she held a door open for the young girl. Spencer gracefully slinked past her as they began to descend up the stairs to the top deck.

"I wish I could've brought Cooper." Spencer complained through the earpiece.

Nat snickered beside her. Fury responded instantly, _"I don't give a flying fuck what you wanted. We should've never given you that damn beast."_

Spencer muttered into the earpiece, "And to think, he looks up to you. You know, he practices this facial expression in the mirror and I swear it's almost as if I'm looking at you."

Nat was laughing quietly beside her.

Fury growled through the earpiece, _"You keep talking and you'll end up with an eye patch too."_ Spencer paled hearing chuckling in the background. It sounded a lot like Maria Hill. Spencer scowled at nothing in particular as someone held the deck door open. Bright light momentarily blinded her and she blinked furiously to gain her eyesight again. The jet had just landed on the landing deck. Both assassin's walked up just as Spencer's dad walked out with Captain Steve Rogers.

"Holy shit, he's handsome." Spencer cursed quietly under my breath.

Nat threw her a dry but amused look as if she was torn between being that motherly figure or that sisterly figure.

Captain Rogers stood a bit awkwardly beside Phil Coulson. He had thick muscles in all the right places, light brown-blonde hair, and baby blue eyes. Seriously, it was no wonder why everyone loved him. He was definitely easy on the eye but too bad that the man was almost ninety years old. Yeah, Spencer don't think her old man would like that very much. The old man practically gets a panic attack every time a guy gets anywhere near Spencer.

"This is Agent Romanoff," Phil introduced nodding in greeting to Nat, "And this is my daughter, Spencer."

Steve gave a small smile to the both women, "Steve Rogers." He introduced himself kindly.

"Dad? They need you on the bridge." Spencer chirped happily.

"Face time." Nat gave a sharp smirk.

Dad nodded, "See you there." He nods to Nat and pats his daughter's shoulder before heading back inside the hellicarrier leaving Steve with Nat and Spencer. They began to walk towards the railing. The air felt nice and cold giving Spencer a bit of goose bumps on her arms, the air was sweet with ocean water, and it was a beautiful blue sky out today. Spencer breathed in the sweet air allowing the scent to fill her lungs. Spencer had been living in New York City for the past year. The air in the Big Apple was definitely not clean or even healthy; it reeked like garbage, cigarette smoke, and greedy wall-street people. Out here…the air was clean, refreshing, and untouched.

Spencer gad missed that about going out on missions and traveling the world. The air was always different. Everything felt new. The people were different, the food too. Spencer was free when she was an assassin but…a small part of her _did_ like living as a civilian.

"There was quite the buzz around here, finding you in the ice," Nat and Spencer were walking on both sides of Steve. The man chuckled but Spencer could see he wasn't fond of hearing this topic again. Poor guy, she could understand that feeling. Nat had a slight cat-like grin, "I thought Coulson was gonna swoon." Spencer laughed quietly and Steve's strained expression softened with amusement and a small mix of awkwardness.

"Did he ask you to sign his Captain America trading cards yet?" Spencer had her own Cheshire Cat smirk on her young face.

Steve, obviously not knowing how to deal with two women as Nat and Spencer, shuffled awkwardly but held the cute, all Americana smile, "Trading cards?" He asked seeming surprise to hear such a thing. What did he expect? He _was_ famous, after all.

The small trio continued walking along the railing as Spencer spotted a few dolphins swimming alongside the hellicarrier. "They're vintage," Nat swiftly replied trying to hide the smile that was threatening to come out, "He's very proud." Indeed, Spencer's dad was. She was pretty sure he treasured the trading cards just as much as he treasured her.

From the corner of Spencer's eye, she saw a figure sticking out like a sore thumb. Dr. Banner was, obviously, nervous as hell. He was trying to walk straight but people kept walking in his way. Dr. Banner was rather handsome for an older fellow, Spencer inwardly scoffed and thought, look at Steve! He was almost over ninety year's old and looking damn fine! Although, Spencer's would have to voice her opinions on his ugly fashion choice.

Steve took notice of the nervous man stumbling around on the deck looking completely lost, "Dr. Banner!" Steve greets with a pleasant and kind smile as he walks up to the man and shakes his hand.

Banner gives a nervous smile and Spencer took notice of the way he was wringing his hands after letting go of Steve's hand, "Oh, yeah, Hi. They told me you'd be coming." Banner informed glancing over towards Nat and Spencer. He nods in brief greeting towards Nat, who in return, nods back. His eyes land on brown haired girl with a very kind face and brilliantly blue eyes.

Spencer gave a bright smile stepping up towards the famous man.

Spencer held out my hand for him, "Dr. Banner! Nice to finally meet you, at last, seriously, you are a lot more handsome then I expected you to be." She chirped earning a bewildered stare from Steve. Nat was resisting the urge to laugh as she was already used to Spencer's usual blunt and happy personality. "My name's Spencer Coulson, you might know my father." She added as Banner stared at her with a strange look on his face.

He hesitated for a moment before giving Spencer a more genuine smile and shaking her small hand, "Nice to meet you too. Thank you, I guess, although I'm sure you must've seen pictures of me and yes, I've met him briefly. Interesting guy." Banner sounds a bit less nervous and Spencer saw his shoulders relax a bit too.

"Yeah, well, most of the pictures didn't capture your ruggedness at all or your expressive brown eyes. Pictures don't really capture the beauty of people, I think." Spencer explained honestly with a shrug and rolling back on the heels of her feet.

Banner smiled a bit more and nodded in understanding before Steve started to speak, "Word is you can find the cube."

Banner's smile turned a bit strained and nervous again, "Is that the only word on me?" He glanced at Nat before looking at Steve again.

Steve shook his head with that Americana smile, "Only word I care about." His response seemed to have relaxed the man again. Banner had taken the sentiment to heart. "Must be strange for you, all of this." Banner briefly gestured to the chaos surrounding them.

Steve smiled in amusement showing his pearly whites, "Well, this is actually kind of familiar." Nat and Spencer exchanged predatory smirks knowing of the bet Fury made with Steve. Oh, Steve, he was about to be proven wrong.

"Gentlemen, you may wanna step inside in a minute. It's gonna get a little hard to breath." Nat was doing a poor job of hiding her smirk and so was Spencer. The crew around the small group scrambled around to secure all of the jets and some rushing into the safety inside the hellicarrier. The entire _ship_ began to shaking causing the metal to groan. Banner looks pale and Steve looks surprised.

"Is this is submarine?" Even Steve doesn't look too keen on the thought of being submerged under water. Spencer was certain no one was keen on the keen with being submerged under thousands of feet of water. She, for sure, didn't.

"Really? They want me in a _submerged_ pressurized metal container?" Banner mocked uneasily as his eyes darted around the deck before they both moved closer to the edge of the hellicarrier. As the hellicarrier began to shake and lift out of the water, four huge lift fans that were mounted on the side started to lift the large hellicarrier into the air. Steve looks completely awed and Nat and I exchanged smug looks.

Banner, on the other hand, has a strained smile on his face, "Oh, no. This is much worse."

* * *

 _ **Okay, so, I've been struggling with finding a name for Spencer. Her Avenger nickname, you can say. Example: Tony Stark is Iron Man. Natasha is Black Widow. Clint is Hawkeye, ya get it? I was going for Elektra or Electra but that's already been taken in the Marvel Universe. So, I was hoping you guys would help me out a bit and make some suggestions? It would help out!**_

 _ **I was thinking of something like Venus of Jupiter; since both planets are known for their electrical storms and such. Or Static but I don't know. I want something that has a ring to it and fits my character. I might go for Venus but idk, what do you guys think? It would help out if you suggest**_ **anything _at all!_**


	6. F O U R

**_Welcome back to another chapter. I am afraid this will be bit of a filler. I wanted to build some relationships between my OC and the Avengers. So, there will be chapters that go in-between major scenes from the movie. The next chapter will have some Spencer Action! I'm really excited about that! Anywho,_**

 ** _I do not own anything but my OC's!_**

 ** _I apologize for any errors you may find._**

 ** _Enjoy!_**

* * *

Spencer couldn't help but to giggle as Steve handed Fury a ten dollar bill. She could see Fury trying not to smirk and he had failed when the corner of Fury's mouth curled upward ever so slightly. Spencer allowed a small grin to grace her young features as Steve looked over at her with an adorable bashful expression on his face. Fury had walked over to Bruce and extends his hand. It was easy to see the reluctance on Bruce's face…it was easy to detect and conclude that Bruce didn't trust anyone. Whether it was due to the fact that he did not want to get close to people and end up hurting them or because he was afraid they would only use him, was beyond Spencer.

Bruce, after a brief pause, shakes Fury's hand.

"Doctor, thank you for coming."

Bruce held a small, bitter but sarcastic smile on his rugged face, "Thanks for asking nicely." He shifted on his feet, "So, uh, how long am I staying?"

Fury didn't miss a beat, "Once we get our hands on the Tesseract, you're in the clear." Fury assured calmly with his hands behind his back.

Bruce perked up at the mention of the Tesseract, "Where are you with that?"

Fury turns to Phil to further explain. It was only when her father moved, that Spencer noticed a picture of Clint on one of the Agent's computer screen. Her breath momentarily paused and her stomach constricted painfully. Was he okay? Spencer glanced at Nat who also eying the picture of Clint. God, she sure hoped so. If anything happened to Clint…Spencer made a promise to kill that stupid Asgardian or die trying. No one messed with her family.

"We're sweeping every wirelessly accessible camera on the planet." Spencer's father droned on, "Cellphones, laptops. If it's connected to a satellite, it's eyes and ears for us."

 _But it wasn't fast enough_ , Spencer mused inwardly.

Nat voiced Spencer's thoughts out loud, "That's still not gonna find them in time."

Bruce glanced momentarily at Nat before nodding and turning to Fury, "You have to narrow the field. How many spectrometers do you have access too?"

Fury's lips twitched slightly, "How many are there?"

Bruce immediately responded, "Call every lab you know, tell them to put the spectrometers on the roof and calibrate them for gamma rays. I'll rough out a tracking algorithm based on cluster recognition," Spencer smiled in amusement at how Bruce was ordering Fury but the Director didn't looked bothered by it at all, "At least we could rule out a few places. Do you have somewhere for me to work?" Bruce asked in a lower voice.

Fury turned to Nat, "Agent Romanoff, would you show Dr, Banner to his laboratory, please." Fury ordered the older Agent.

Nat briefly smirked with a nod and beckons Bruce to follow her, "You're love it, Doc. We got all the toys." Spencer inwardly snorted and rolled her eyes watching the Doctor's brighten up a bit. It was easy to tell that the Doctor was still uneasy though but Spencer was sure that would fade once he got started on his work.

"Agent Coulson."

"Yes?"

"Yes?"

Both father and daughter spoke up in unison when they noticed, the two grinned at each other. Steve watched with a smile and a chuckle while Fury rolled his one good eye, "I meant Spencer," Her father gave a slight pout, nodded, and walked away towards Agent Hill, "Why don't you go show Steve his new living quarters?" Fury suggested knowing it would take some time to locate the Tesseract and Loki.

Spencer brightened up and nodded enthusiastically, "Sure thing, Director!" Spencer replied in a bright tone.

Her godfather gave her a flat look, "Agent."

Spencer looked innocently at the older man, "Yes, sir?"

Fury grunted, "There's no need to call me that here." He grumbled out with annoyance thick in his voice. Spencer momentarily glanced towards her father and Agent Hill. Both were smirking and whispering while throwing looks towards them.

Spencer smiled fondly at her godfather, "Yes, old man."

Fury's eyebrow twitched in annoyance but the amusement in his eye spoke otherwise. "Get going, kid." Fury motioned for her to move.

Spencer turned towards Steve, who had been strangely quiet, but Spencer knew the man was merely observing and taking everything in. "Ready, Cap?" Spencer gave the man a goofy grin.

Steve smiled down at the young girl and nodded, "Lead the way, ma'am." He spoke kindly.

Spencer fought the urge to laugh and began to walk towards their living quarters, "Call me Spencer, Cap," The man easily kept pace with her, "Or Spence. No need for formalities." Spencer threw him another grin.

"I can ask that you do the same," Steve glanced at her with glittering blue eyes and that charming smile, "Call me Steve."

Spencer hummed happily and nodded, "It's a deal, Steve."

Steve chuckled, "You look pretty young to be hanging around here," Steve remarked in a curiously light tone, "Not to sound rude." He added quickly with a light blush when he saw the amused look on the girl's face.

Spencer laughed quietly, "There's no need to worry, Steve," Spencer used her badge to open access to the lower floors before continuing, "I get asked that a lot. I'm actually twenty-two; not that much younger then you."

"Twenty-two?" Steve looked surprised, "You look a lot younger."

Spencer smiles at the blushing man, "Thank you, Steve. I'm glad I look young."

Steve shyly looks away from the young girl, "Um, so what exactly do you do? I received files about everyone else on the team except you," Spencer wasn't surprised and Steve took note, "May I ask why?"

Spencer, once again, wasn't surprised. She had been expecting these questions. The members of this team were extremely vigilant and sharp. Steve saw the amused look on Spencer's face and shook his head in amazement, "You already knew I was going to ask, didn't you?"

Spencer gave Steve a mischievous grin, "Don't give me too much credit, Steve, the members of our team aren't exactly idiots. We have some of the sharpest people joining us. It was only natural to know that one of you was going to ask." Spencer came to a stop to the door that would take them into their living quarters. "Before I explain," Spencer slides her access card into the slot and the door opened, "Agent Maria Hill or Natasha will give you your access card later on in the day. This door can only be accessed by our new team members, my father, and Fury."

"Why the exclusivity?" Steve raised his eyebrow.

"Security purposes," Spencer breezily replied, "Don't want someone getting in and murdering us in our sleep," She saw the look on Steve's face and grinned, "Albeit, it would be extremely hard."

Steven, although looking a bit horrified, managed to laugh, "You're an interesting gal, Spence."

Spence beamed at his compliment, "Why, thank you, Steve!" She paused in front of the door to his room, which was right next to hers, "This is your room," She informed softly and adds mysteriously, "Mines right next door!"

Steve couldn't help but to smile at the bubbly girl's personality. It was refreshing and she was different. Most weren't as outgoing or friendly. "So, you avoided my earlier question." Steve pointed out leaning beside his door with a mocking scowl.

Spencer grinned cheekily, "See? Sharp minds." Spencer beckoned the Cap to follow her further down the hall. At the end of the hall was a small living room and kitchen. Spencer swiftly headed towards the small kitchen, "Hungry?" Spencer asked opening up the fridge.

Steve took a seat at the counter, "Um, yes, I am; didn't have much time to eat something when your father popped up at my apartment." Steve replied sounding a bit bashful and embarrassed.

Spencer snorted, "My dad couldn't even sleep the night before. He was way too excited and pumped to be meeting you."

Steve smiled a bit awkwardly, "I could tell."

Spencer eyed the contents of the fridge, "What do you feel like eating, Steve?" Spencer asked contently before glancing up at the nervous man.

His blue eyes met hers, "Anything will do. I'm not really picky."

Spencer decided some simple eggs with ham and bacon would do. "So," Steve dragged out with a knowing smile, "You were going to answer my question?"

Spencer snorts, "You're dying of curiosity, aren't you?"

Steve looked sheepish, "I am. I'm trying to figure out what a girl like you could possibly do," Spencer raised her eyebrow and Steve quickly elaborated, "I am so sorry, I didn't mean it in an insulting way, Spencer!" He looks adorable when he's panicking.

Spencer giggled, "It's fine, Steven," Spencer began to whisk the eggs in a bowl, "I used to be an assassin," Steve's eyes doubled in size, "When I was about four my father decided that raising a toddler in S.H.I.E.L.D Headquarters wasn't exactly ideal and less ideal when I was being bounced between homes from some of my dad's closest friends so," Spencer added salt and black pepper to the eggs, "It was decided between my dad and my godfather that it was time for me to be settled in a real family setting before I started school," Spencer left the eggs and began to cook the bacon in a small frying pan.

"The man who took me in was Clint Barton," Steve's eyes flickered with enlightenment, "He raised me like their own. Clint trained me at a young age and eventually when I turned sixteen I joined S.H.I.E.L.D. I surpassed all of my tests and missions with flying colors and was deemed an official Agent a year later."

"Whoa," Steve was definitely impressed now, "I am impressed."

Spencer smiled kindly, "Thank you."

"But you said you used to be an assassin." Steve frowned slightly when Spencer stopped her story.

A strange look flickered across the girl's face, "When I was twenty-one I was sent on a mission to investigate a potential H.Y.D.R.A threat. I finished him off rather quickly…too quickly. I knew something was off but before I knew it…I was being knocked out. When I regain consciousness I was in an H.Y.D.R.A. testing facility," Steve's face paled slightly remembering how his best friend Bucky Barnes had looked when Steve saved him from the evil clutches of H.Y.D.R.A, "I was there for several months until my father and Dir. Fury managed to locate and rescue me but by the time, they had gotten there. The damage had already been done. I know I wasn't the only experiment to survive. I believe there were two others who had survived H.Y.D.R.A's heinous experiments,"

Spencer added in the ham and Steve watched the girl cook with keen interest, "I don't know what happened to the other two, I'd like to believe that they escaped, but…" Spencer shrugged.

"You're an enhanced?" Steve murmured quietly not finding it hard to believe that Spencer survived such experiments. Steve had only known the young girl for a short time but even he could tell how hard of a fighter Spencer was.

Spencer smiled gently, "Yes, I am which is why my father and Fury did everything in their power to make sure that my name was wiped from everything on this Earth. They upped the security on my father's personnel file, too. H.Y.D.R.A hadn't known I was related to Phil Coulson…at least, I believe they didn't but I was adamant about my father's safety. In order to heal over my ordeal, Fury sentenced me to live as a civilian until he thought I was ready for the field which is where I've been for the past year." Spencer began to add the eggs.

Spencer noticed the look on Steve's face and gave him a fierce look, "Don't give me that look, Steve, I'm not some fragile girl. I was trained to handle these types of situations. I've grown past my trauma at that hell hole. I've come to terms with my powers and I've learned how to control them. I don't regret what happened albeit, it was torture and I wouldn't wish it upon my greatest enemies but, I don't regret surviving. Not in the slightest."

Steve and Spencer slipped into a comfortable silence. Steve, lost in his own thoughts, and Spencer humming an unfamiliar song and finishing up their meal. Eventually, Spencer glanced at Steve. He was deep in thought. She smiled. She liked Steve. He felt like the older brother she always wanted. She felt safe with him and comfortable to talk to.

"How are you adjusting to this new world, Steve?" Spencer had been resisting the urge to ask. He must get that question a lot but Spencer figured that most ask out of courtesy. Spencer hoped that Steve knew that she was asking because she genuinely cared for his well-being.

Steve smiled softly at the girl. He saw the sincere concern in her wide, turquoise-blue eyes, "It's overwhelming," Steve felt the need to be honest with the small assassin. He felt completely at ease with her, which was strange, he had only met her but despite that…he felt as if he had known her his entire life. He wouldn't question it. He knew, by now, that trusting his gut was a must. "There is _a lot_ that I need to catch up on."

Spencer could hear the weight of his words and how much they affected him. She felt a pang of sympathy for the man. He was all alone in this new, strange world. No one was there to teach him or show him the new, exciting things in this era of time. Spencer turned off the stove and reached over to gently place her hand over Steve's clenched one. Baby blue stared up at her with mild bewilderment.

A delicate smile played on Spencer's lips, "If it's okay with you, can I be your modern day teacher? I know how it is…feeling alone and like there's no one to talk to about your problems. I was the same way when I was first rescued from H.Y.D.R.A. I had powers that no one else had and I had to learn how to control them on my own. I couldn't turn to anyone. No one knew how the hell to control electricity and especially when it was inside of a person's body. So, if it's okay with you, I'd like to be your friend. I'll show you everything that you need to know. We can watch movies, go out to the movies, and do normal things to make you feel normal. That way I can catch you up on everything you've missed since you've been gone."

Steve couldn't quite place the feeling he got as he stared at Spencer Coulson. Honest to God, he had never met someone like her. She was so happy and outgoing and friendly and yet…she had the power to make you feel so cared for with just smile. She was able to make Steve feel as if they were old friends. She saw him as a _person_ not just a famous name or person…but as _Steve Rogers_. The shy and quiet man he once had been but only without the muscles.

Steve couldn't help but to smile at the hopeful girl. It was easy for him to see how loved and cared for she was and why. He had seen the fondness in Agent Romanoff's eyes. He had seen the clear adoration and love in Agent Coulson's eyes. He had seen the sheer pride and tenderness in Director Fury's eye.

And now, he knew why.

Spencer watched the man hopefully as he seemed to be deep in thought, again. She chuckled softly to herself. He often did so but she thought it was adorable. Steve looked up at her after a brief pause. A small smile itched on his youthful, strong features. Spencer's smile turned into a wide grin.

"I'd love that, Spence."

* * *

 ** _So, about the potential names for Spencer's Avenger name...I'm actually having a small drawing, to make it fair, and seeing which one comes out. I like most of them and knowing how I am...I decided to draw straws and whatever name the straw has, I shall use. Thank you so much for your suggestions. They did help!_**

 ** _Anywho, how did you like this chapter? I definitely like the bond I'm creating for Steve and Spencer._**


	7. F I V E

_**Welcome back to another chapter! I want to quickly thank everyone who followed or Favorited! It means a lot to moi :D Anyway, I will make this quick because I am way past my bedtime. I have work in, like, five hours and need major sleep!**_

 ** _I apologize for any errors you might see._**

 ** _I do not own anything but my OC's!_**

 ** _Please enjoy!_**

* * *

Spencer was trying her best not to burst out into giggles as she watched her father and Steve stand side by side a few feet from her. It had been a few hours since Bruce and Steve had arrived and they were still trying to locate Loki or the Tesseract. Spence had been watching the hustle and bustle of the control room with slight interest taking note of the man playing Galaga. How the man even got that game through S.H.I.E.L.D's tough lock systems was pretty impressive.

Nat was nowhere to be seen but figured she was doing something productive. Through the control room Spence could see Bruce flittering around expertly in his new lab. He looked more at ease in there then out here on the main deck. Bruce, who must've felt someone staring at him, looked up directly at Spencer. Spencer threw him a beaming smile and waved. Oddly enough, Bruce threw her a nervous but genuine, small smile before returning to his work.

"I mean, it it's not too much trouble." Her father spoke trying to contain his excitement.

Spencer snickered lowly as she twirled one of her daggers between her fingers. Steve, who was now dressed in a light brown plaid shirt and brown pants, seemed focused on watching the other agents. "No, no. It's fine." Steve replied back with a small, charming smile.

Spencer almost busted out laughing at the star-struck look on her father's face. She could've sworn she saw him swoon too. It was then her father, per usual, began to ramble about his trading cards, "It's a vintage set," He boasted proudly trying to keep his voice low, "It took me a couple of years to collect them all," Steve threw a hasty look over his shoulder towards Spencer and Spencer merely smirked at the Captain, "Near mint, slight foxing around the edges but.."

Thankfully, a low beeping gained everyone's attention immediately. Agent Jasper had gotten a hit from his computer, "We got a hit. Sixty-seven percent match. Weight, cross match, seventy-nice percent." The dark man spoke out loud towards Dir. Fury.

Her father perked up, "Location?"

Spencer had quickly slide over the table, much to Fury's disapproval, jumped over the railing onto the lower deck and next to her father and Steve. "Stuttgart, Germany. 28, Konigrstrasse," The agent looked back at them confused, "He's not exactly hiding."

Fury nodded before turning to both Steve and Spencer, "Captain and Spencer," Excitement shot through her tiny body and she grinned widely, "You're both up."

Steve nods before turning on his heel and heading back to their living quarters to suit up. Spencer was about to follow suit when Fury added on, "Spencer, please, be careful out there."

She didn't miss the concern look in his eye or the one her father was sending her. Spencer smiled softly, "I'll have Nat and Steve with me. We'll be fine. _I'll_ be fine." She assured going over to kiss Fury's cheek and hugging her father. Phil hugged his daughter back tightly feeling a tight knot forming in his stomach. He pushed back his worried knowing his daughter could handle herself.

If she was anything like him, Spencer was a definite fighter.

Spencer sped through the halls trying to catch up to Steve but found him waiting around the corner from the control room waiting for her. "Thanks for waiting." Spencer smiled delightfully as they began to make haste towards their living quarters.

Steve returned the smile slightly, "You're welcome. Is this going to be your first outing?" Steve hesitantly asked with slightly red cheeks.

Spencer giggled lowly and nodded, "Yes, it is. I'm a bit nervous, to be honest." She murmurs. Her stomach was in knots but she knew it was simply her nerves. It had been quite sometime since she last was out on a mission. She did train during her time as a civilian but this time was for real. She was going to face the man responsible for taking Clint away from her…and this man wasn't exactly normal. This man was a _god._

Steve paused as Spencer unlocked one of the high-level security doors. Steve couldn't even tell the younger girl was nervous. She had this solemn but excited gleam in her eyes and her posture was poised and relaxed. She looked far from nervous but Steve knew better, too. He was the same exact way sometimes. He reached out to gently place his large hand on her shoulder. He was met with vividly turquoise-blue eyes that peered up at him curiously.

"I am a hundred percent sure that you will do more then fine, Spencer, I am positive the Agents here don't gloat about you for just any reason." He tried his best to reassure her. Steve, sometimes, wasn't the best at consoling women. He tried not to cringe openly at the thought.

Spencer felt her nerves smooth away from hearing Cap's words, "They gloat about me?" She questioned with a perplexed expression. She had definitely not known that. She was sure they spoke highly of her whenever she walked out of a room but gloat?

Steve grinned handsomely at her as they began to move forward, "A lot. Especially your father and Maria Hill. You seem to be a great pride and joy here." Steve informed seeing Spencer's eye light up with glee.

"Most of the agents here have known me since I was a toddler," Spencer murmured with nostalgia in her voice, "I guess I'm not too surprised to hear that they've been gloating." She rolled her eyes and Steve chuckled lightly. They slipped into a comfortable silence and once they had reached their living quarters, they both went into their respective rooms. Spencer wasn't surprised to see Nat standing in her room frowning down at her newly modified suit.

"Something wrong, Nat?" Spencer tried not to smirk. It didn't take a genius to find out that Nat was definitely worried about Spencer going out on her first mission since the H.Y.D.R.A. incident almost two years ago.

The older agent turned to look at Spencer with a frown, "What if Clint is there?" Her voice was extremely hard and icy, "What if you have to fight him?" This question seem to ooze worry for both Spencer and Clint.

It hadn't even occurred to Spencer that she may be walking into a fight where fighting her own beloved Clint was a high option. Spencer paled slightly and tightly clutched the bottom of her shirt. "Do you believe he'll be there?" Spencer whispered walking up to Nat's side.

Nat exhaled softly though it was easy to see her anxiety, "I don't know. I just know that there is a chance."

Spencer felt her heart beat a bit more quickly now. She gazed from Nat's stoic face down towards her suit; where her suit used to be entirely black now it was adorned with yellows electrical designs mainly on the arms, legs, and the back. Spencer clucked her tongue in mild annoyance. From the corner of her eye, she saw Nat smirk.

"Well, it isn't as horribly cliché as I thought it was going to be," Spencer began to take off her clothes knowing they had to hurry, "At least it isn't completely yellow." Spencer cringed at the thought. Yellow was totally _not_ her color.

Nat sat herself down in one of the chairs and replied swiftly, "Fury has been trying out code names for you." Humor was laced into her words.

Spencer caught this and threw a dry look over her shoulder and at the red head, "I swear if they fucking name me Sparky, I will blow this fucking hellicarrier out of the damn sky." Spencer was not kidding. She absolutely loathed that damn nickname, _Sparky._ As if she was a damn fucking dog! She repeatedly threatened anyone and everyone that if she ever heard them calling her Sparky, they would end up with a damn eye-patch.

Nat gave out a small laugh as Spencer hurriedly put on her suit feeling the material cling to her body tightly but not to the point where it was uncomfortable. Spencer pulled on her converser, ignoring the amused but dry look from Nat, and quickly rearranged her weapons onto her body. Within seconds, Spencer and Nat headed out and greeted Steve who was patiently waiting out in the hall.

Spencer cocked her eyebrow at the sight of Steve's newly modified suit. It was a bit more updated then his previous one. This one she liked a lot better. It wasn't as cliché or flashy. "Nice suit." She was glad she wasn't the only one wearing something cliché.

Steve took note of the yellow bolts on her suit and smirked slightly, "Glad I wasn't the only one." In which both master assassins laughed. With that, they hurried up to the air deck to get into their jet and head to Germany.

Spencer was doing her best to relax her nerves. Nat remained with a stoic look on her sharp, beautiful face but Spencer could tell Nat was incredibly stressed and worried. Her posture was incredibly stiff. Steve had this calmed look on his face as if this wasn't new to him but the way he kept side-glancing at her and Nat, it was obvious he, too, was nervous but was doing his best not to show it. Spencer knew this wasn't Steve's first rodeo but it had been many years since he was last in action.

Spencer bit her lip as she watched people hustle and bustle around her. Once they rounded the corner to head up onto the loading deck they were greeted by Phil. Spencer wasn't surprised to see her father there. He always made a habit of seeing her off whenever she went off on missions. Spencer felt her inner worries dissipate at the sight of old man. Phil gave her a smile that spoke a thousand words. Nat and Steve headed out to give them some privacy.

"Hey sweetie, ya nervous?" Phil murmured bringing her in for a tight hug.

Spencer exhaled a breath she didn't know she was holding in as she buried her face into her father's chest. She could hear the steady and strong beating of his heart and it reassured her a bit. "Is it that obvious?" Spencer mumbled against his chest.

His chest shook with a small laugh, "No, but I am _your_ father, remember?" They briefly pulled apart and Spencer smiled lightly at her dad.

"Touché," Spencer giggled before asking, "Worried?"

Phil felt his lip twitch in amusement, "That obvious?"

It was Spencer's turn to laugh, "I am _your_ daughter."

Phil laughed along with her before clearing his throat, "I assume that Fitz advised you of his new invention he wanted you and only you to have?" Her father questioned with raised eyebrow.

Spencer had remembered briefly that Fitz had texted her earlier stating he had new toys for her but not that they were meant exclusively for her. "He didn't mention they were only meant for me." Spencer murmured softly.

Phil smirked turning around to pull out a black briefcase and lightly passing it to his daughter, "Don't open it until you're in the jet. He said he had it tested out until near perfection. He's very proud of it and told me to update him on how you like it."

Spencer was a bit confused but smiled, "Tell him I said thanks if I don't come back soon, okay?" She pecked her father's cheek murmuring a soft, "I love you."

Spencer pushed the heavy door to the loading deck hearing her father call out, "I love you too. Be safe, Spence." The worry in his voice was clear.

Spencer threw him a cheeky and excited grin, "Always."

She hurried towards the jet ignoring the biting cold. The air was a bit hard to breathe because the temperature had dropped alarmingly but it was normal. She wasn't used to being up in the hellicarrier though. She was glad that her suit kept her body warm during the cold and cool in the heat. Spencer ducked inside the jet with a relieved sigh. Her face felt frozen for the short time she had been outside. Steve was buckling himself in for the short ride to Germany. Nat was already beginning to lift off. Spencer took a seat next to the Cap and buckled herself in.

"New present?" Steve questioned with a light smile after Spencer had put on her headset so they could speak clearly to each other.

Spencer nodded eagerly, "One of our weapons nerds developed it for me even though I had no idea he made it for me." She adds the last part in a low, quiet mutter.

"Maybe Fitz has a crush on you." Nat suggested. Spencer could hear that damn smirk in Nat's voice.

Spencer scoffed, "That boy is madly in love with Simmons."

Nat snickered quietly in agreement.

They had posted bets on how long it would take Fitz and Simmons to finally acknowledge their love for each other.

Steve smiled at Spencer as she quickly opened the suitcase and neatly folded inside was a metal…thing? Spencer glanced at Steve with slight confusion. Steve looked right back at her almost silently asking, " _If you don't know what the heck it is, how should I?_ " Spencer stared down at the neatly folded black metal before gently prying it out of its case. She pushed the briefcase onto the seat on her other side and began to unfold the black, light metal thing.

Realization dawned on her as she unfolded the rest of the contraption. "It's a hoverboard!" She gasped with delight.

The hoverboard was extremely light—it almost weighed nothing. Spencer tentatively felt around for some sort of start button but found none. Steven kept quiet and watched Spence with amusement. He had liked the child-like excitement on her face when she realized what that thing was. Although, Steve had _no_ idea what a hoverboard was but he kept quiet figuring the younger assassin would clue him in.

Spencer frowned and placed the hoverboard on her lap before searching through the briefcase for instructions' or anything. She didn't find that but instead found a black, metal band. It was about the normal size of a rubber bracelet, the ones you get from Hot Topic of Tilly's. Although, the metal band was completely black and nothing else was in the briefcase. Spencer sighed and smiled, "Fitz couldn't even bother leaving instructions?"

Steve chuckled beside her.

Spencer slipped on the bracelet and was surprised to see that it was too big—there was a sudden light beep that emitted from the band and it had lit up suddenly. Spencer watched curiously as the band adjusted its self into a smaller and firm size around her wrist. There was a quick prick of pain from her wrist before small beeps rose from the band before the hoverboard in her lap began to make noises as well.

She glanced down and leaned over to place the hoverboard on the ground in front of watching as a blue light emitted from the bottom of the hoverboard and the metal board began to hover a few inches off the ground. Spencer blinked in surprise but frowned. This was a cool ass toy but what purpose did it serve? Spencer tilted her head eyeing the board with curiosity. She really had wished that Fitz would've put some damn instructions in the briefcase.

"So, it's like a skateboard?" Steve questioned watching Spencer frown at the hovering board.

Spencer nodded, "Yeah, I honestly didn't think we even had the tech to build one of these." She spoke with a perplexed expression on her face.

"Do you not like it?" Steve pushed with a curious look.

Spencer shook her head, "No, I do like it. I'm just a bit at a loss…Fitz didn't include any damn instructions and I honestly don't know what the heck I'm supposed to be doing with a hoverboard." But Spencer was quickly coming up with ideas on what to do with it.

Spencer reached over and grabbed the board lightly and settled it into her lap. Almost on command, the board turned off. Spencer was going to demand Fitz send her some damn instructions. She didn't know how far this thing went off the ground for, if it needed to be charged, or what it could _exactly_ do. Spencer shook her head as Steve started speaking to Nat about Loki. Knowing Fitz, the dang idiot probably forgot to put the instructions in the briefcase before he sent it off and probably realized his mistake only after Simmons found the instructions in their lab.

Spencer couldn't help the chuckle of amusement that escaped her pink lips. She could totally imagine that scene in her head, perfectly. It was such a Fitz-Simmons thing.

It didn't take Nat long to get them to their designation. Steve was already on his feet as Nat spoke through their headsets, "Welcome to Stuttgart, Germany."

She opened the back door of the jet as Steve swiftly and without another word dropped out of the jet leaving Spencer speechless and in shock.

 _How the hell was she supposed to get down…?_

Spencer glanced down at her hoverboard and fought the urge to smack herself in the face. She shook her head as she dropped the board and it automatically turned on before it hit the ground. She had no time to test the board out or ponder how the hell to use it so, she simply decided to try and ride it like a normal skateboard.

But she sucked ass at riding a skateboard because she always managed to fall flat on her ass when riding one. Spencer was great at a lot of things but skateboarding hadn't been one. Spencer placed her feet on the board and watched with interest as the area under her feet sunk it and locked her feet in place. She shrugged and quickly leaned forward urging the board to move. In response, the board lurched forward dropping her down a dangerous height into a large ground of panicking Germans, one smirking Asgardian, and a Senior Citizen.

Her stomach dropped and Spencer held her breath as her hoverboard dropped a few safe inches from the wet ground right as civilians scurried to safety and Loki smirked dangerously at Steve. Spencer jumped off of her board, surprising herself when the board easily let her go, and took her side next to Captain America.

"You know, the last time I was in Germany and saw a man standing above everyone else, we ended up disagreeing." Steve remarked adjusting his hold on his star spangled shield.

Loki, the Prince Asgardian, was infuriatingly handsome and no one could deny that. Spencer wouldn't. Loki was handsome but of course, he was bat-shit crazy and evil and had already killed hundreds of people without a care in the world. Oh, and not to mention Loki had Clint and Dr. Selvig under his command because of that damn spear.

Loki grinned savagely at Steve, "The soldier. A man out of time."

Steve scoffed, "I'm not the one who's out of time."

Loki, without any surprise, watches Nat direct a machine gun right at him from the jet. Loki seems amused but makes no move to attack; instead, he takes interest in Spencer. Spencer remained cool and collected as mischievous, blue eyes honed in on her. Steve stiffened beside her but Spencer remained calm. She felt unnerved by the way he was looking at her. He was curious about her but at the same time, disgusted?

"And who is this?" Loki's grin turned into a major creepy smile.

Spencer clenched her jaw but before she could response Nat did, "Loki, drop the weapon and stand down."

Loki kept his blue eyes on Spencer. Spencer coolly stared at the Asgardian Prince in return. Loki tore his gaze off of the girl and out of nowhere shoots a blast of blue energy right at the Quinjet. Spencer prepared herself for a battle as Nat maneuvers the jet out of the way and just in time too. Steve threw his shield with amazing speed and precision and aimed it right at Loki.

The battle had begun.

* * *

 ** _I didn't know how to end, haha. I wanted to keep going but like I stated, it's time for this adult to go to sleep! I think I might do another update soon though. I didn't quite know how I was going to make Spencer mobile...she's still pretty human except for the fact that she has electricity coursing through her body, hehe, so I had to figure out how to make her mobile throughout the story. My brother actually suggested the hoverboard and it cleared a lot of problems up for me, haha! I don't know if S.H.I.E.L.D actually has the tech for that but let's pretend they do._**

 ** _Also, I know what Spencer's Avenger Name is but I won't say until the next chapter XD_**


	8. S I X

**_I told you I would update again XD! I just wanna thank Hannah for pointing out that Loki had blue eyes in Avengers. I hadn't even noticed, to be honest, and I've watched the movies a hundred times. Thank you, Hannah for pointing it out and not in a rude way too. If I mess something up, guys, please feel free to tell me in a manner that isn't rude. This is my first Avenger's FF, so, please bear wi_** ** _th me with I make silly mistakes like that._**

 ** _Anyway, I hope you enjoy._**

 ** _Sorry for any errors._**

 ** _I do not own anything other then my OC!_**

* * *

Steve and Spencer moved swiftly towards Loki beginning to tag team the Asgardian Prince. Loki, grinning like a mad man, was deflecting each of their blows moving rather quickly then Spencer expected. Steve was throwing moves like he was professional boxer and Spencer was fighting like the true master assassin that she was trained to be. She felt the all familiar knot in her stomach indicating her nervousness and excitement as she narrowly missed getting hit with Loki's scepter.

Loki manages to deflect one of Steve's strong blows and flings him back onto the ground. Spencer took the spilt moment of distraction and lunged towards the Asgardian Prince attempting to take him down but Loki, from the corner of his eye, caught the young assassin moving towards him and pointed his specter right at her with a massive Cheshire cat grin on his handsome face. Spencer couldn't react fast enough when she saw a shot of blue energy hurtling towards her.

She heard Steve's shout a few feet away from her as she was hit and sent flying back into a statue. She gasped feeling her head spin wildly as her body fought back against the strange energy belonging to the specter. It didn't quite hurt but then again, it did. The mass of electricity in her body was reacting violently. It felt as if she had taken a shot of the strongest liquor. First, it burned down her throat before soothing and giving her a jolt of awareness. She could feel the air around her cackling and zapping with blue electricity.

She gripped her chest, where she was hit, and felt a power surge through her. Her angry eyes looked up to see Loki pointing his stupid stick right at Steve's head. "Kneel." Loki commanded not paying any mind to Spencer. She clenched her jaw as she contorted her fingers summoning and beckoning the electricity out of her body.

Steve snarled, "Not today."

Spencer shot a large orb of pure, raw electricity right at Loki. The Asgardian Prince flew back with a shocked gasp and fell over onto the ground. Spencer rushed over to Steve careful not to zap him with her angry electricity. Thankfully, she had longed mastered using her ability and not zapping people at the same time. Spencer felt the electricity pulsing rapidly inside of her almost as if it was angry but she felt immense power as if the energy of the specter had given her ability a major boost.

"You alright, Cap?" Spencer chuckled lightly seeing that his helmet had been thrown off.

Steve got up on his feet looking over Spencer with evident worry, "Are _you_ alright?" He demanded.

Spencer gave a light smile before seeing that Loki was getting back up and aiming another blast of energy right at them. Spencer was quick to step in front of Steve holding outing her hands in front of her and taking the full blast of the hit. Thankfully, Steve had quickly steadied her from flying back as he watched the young girl literally _absorb_ the blue energy into her body.

Loki watched with calculating blue eyes as the young girl deflected his hit by consuming the powerful energy from his scepter. He had been surprised. Loki never thought he'd seen a pitiful human girl absorb the powerful and deadly energy of the Tesseract so easily and come back hitting him with it.

Loki, Steve, and Spencer remained rooted where they stood waiting for the other to attack. It wasn't until they heard AC/DC's _Shoot to Thrill_ that made them look back up at the Quinjet. Spencer kept her eyes locked onto Loki's and smiled slightly when she heard the song playing over the Quinjet's speakers. All three took interest into the sky seeing Tony's famous red Iron Man suit above them in all of its overrated glory.

Tony held up his hand's and blasted Loki right back on the ground. Spencer couldn't help but to laugh watching Loki's body hit the ground like a doll would. Steve threw an amused look at the laughing girl beside him. "Make your move, Reindeer Games." Tony's voice pierced through the now quiet clearing. Tony landed a few feet in front of them as he aimed most of his projectiles right as Loki. Spencer took note of the burning cop cars down the street as people scrambled to get away from them.

Loki glares openly at the three Avengers but submits. He puts his hands up and surrenders and Spencer watched warily as his armor materializes away. That ridiculous shiny, fancy helmet of his was gone revealing his rather pale and sweaty face. Spencer smirked as Tony landed beside Steve's other side. "Good move." It didn't take a genius to hear the smugness in the billionaire's voice. Tony instantly lowers all of his weapons.

"Mr. Stark." Steve spoke as both he and Spencer walked up on both sides of the man in the red suit.

"Captain." Tony greeted back casually.

There was some tension between the two and Spencer felt it. She couldn't ignore the uneasy feeling she got as she watched Loki surrender. " _Spencer._ " Spencer smirks hearing the tone in Tony's voice. It was easy to tell that he was still upset over not knowing who Spencer had been back in his tower the other night.

"Tony." Spencer beamed at the older man.

Nat landed the Quinjet safely as Steve went over to cuff Loki. Loki, strangely, remained silent with this sullen look on his face as if he had eaten something rancid. Tony moved closer to Spencer taking in her frazzled but excited appearance. "You know, someone tried awfully hard to wipe your name on every surface on this green planet," Tony started casually; "I couldn't even find a Facebook profile."

Spencer chuckled lightly, "You tried hacking into our systems again?"

Tony snorted, "Tried? I did hack into your systems. I find it refreshing that I can't find any information on you. Why is that I wonder?" Typical Tony was always sticking his hand in the cookie jar where it doesn't belong.

Spencer watched Steve move Loki inside the jet but before she could say anything to the playboy, Nat did. "You should mind your own business, Tony." Nat's voice was playful but there was a hard edge to her voice.

Tony glared at Nat, "Well, look who it is. Did you miss me?" Tony mocked.

Nat icily looked at the iron-clad man, "Not by a long shot." She replied in a stoic voice before turning over to Spencer grabbing her by the shoulders and looking her over quickly, "Are you alright? You got hit pretty hard." Nat's face was set into a hard expression as if she was holding back on kicking Loki's ass for not only compromising Clint but for hurting Spencer.

Spencer smiled in assurance, "I might have a nasty bruise but I'm fine." Spencer murmured gently at the older woman. Tony was watching the interaction with interest.

"Let's load up," Nat turned around d heading back into the jet, "We're running low on time." Spencer happily followed the red-head and Tony grudgingly did too. Spencer paused remembering her hover-board and looked around to see it hovering a few feet away from her. She glanced down at the metal band around her wrist with question. She was aware of Tony staring at her curiously. Spencer noted how Stark had his helmet off now, revealing his stupidly handsome face had.

She held out her hand towards the hoverboard and it immediately smacked softly into her hand. She grinned pleased, "Awesome. Easy pick up." She muttered to herself as Tony stared in slight awe.

"Is that a hoverboard? It is, isn't? How did _you_ get one? Who did you sleep with?" Tony fired off with a slight, envious frown.

Spencer gave Tony a flat look, "I did _not_ sleep with anyone. I happen to have a very good friend who works for S.H.I.E.L.D who likes to tinker." Spencer replied indifferently before skipping towards the Quinjet.

"I'll buy it off of you." Tony blurted out looking like kid who really wanted a new toy.

Spencer rolled her eyes, "No way. He made it specifically for me," She held up her hand so Tony could see the sleek, metal band firmly wrapped around her wrist, "This happens to be the control and only listens to me. It took some of my blood making me the only owner that this hoverboard will ever have." She spoke very smugly to the billionaire and she swore, she saw his left eye twitch as if he was thinking about chopping off her arm just to have the hoverboard. Spencer stepped into the jet content that she just made Tony Stark speechless.

Loki was cuffed securely and sat down while Steve was strapping his shield to his back. Nat was already in her seat beginning to take off. Spencer happily sat down aware of a pair of evil blue eyes staring at her. She pointedly and coolly ignored the man's stare and put on her headset.

"Got a thing for younger girls, Loki?" Tony didn't like the way the Asgardian shit was looking at the young assassin. Albeit, Tony had been staring at her earlier too but it was out of mere curiosity unlike Reindeer Games. He was looking at Spencer as if he was trying to decide whether or not to _eat_ her.

Steve glanced at Loki who hadn't even bothered looking away from Spencer. Spencer defiantly glared back not looking the bit least fazed. Loki merely smirked but remained quiet frustrating both men.

Spencer really wanted to punch the Asgardian in the face. He had this arrogant smirk on his face as he continued to openly stare at her. Spencer had faced through worse then being stared at creepily by this mad man. She simply turned her attention away from the freak and onto Stark who was leaning against the wall on Spencer's right. Steve took a seat beside Spencer glaring at Loki who had finally looked away from Spencer.

"Did you enjoy your homework?" Spencer questioned Tony.

Tony gave her a flat look, "So, am I assuming you're apart of the Avengers as well?" Tony took note of Spencer's sleek, black-yellow suit. It was different then Agent Romanoff's suit. The traitorous red-head's suit was completely black. Also, Romanoff did not have awesome high tops like Spencer. Tony smirked at the girl, "Nice kicks. I must say I definitely approve." He saw a slight grin appear on her youthful face.

Spencer had a feeling that the playboy, billionaire man would like her high tops. She often saw him sporting them in magazine covers and interviews, "Yeah, I am. Why? Are you jealous that this face might take your spotlight?" Her voice was full of playful teasing.

She heard Steve chuckle from where he was standing.

Tony scoffed at the girl's boldness, "Jealous? Please, why would I be jealous of you, Sparky?" He held a cocky smirk on his face.

Tony watched with rapt attention as Spencer's smile fell off of her face and a nasty death glare was shot right at him. Honestly, he thought Pepper's glares were nasty but he might have been proven wrong. He felt very uncomfortable, which was saying something, and shifted in his seat under the girl's deathly glare.

"Um, okay, got it, no calling you Sparky." Tony got the message real quick.

He didn't know what her abilities' were but her suit really gave a big, red clue as to what they were. Honestly, Tony was really keen on finding out if he was going to be the test dummy. Spencer's deadly expression wiped clean off and she was back to her bubbly personality. It was so quick it was almost as if it didn't even happen. Tony shook his head. He was definitely not going to call her Sparky again.

Spencer yawned with boredom after nearly thirty minutes of flying. Tony was huddled over with Steve whispering about something and occasionally looking at Loki. The Asgardian hadn't even breathed a single work and was staring intently at the ground. At least he wasn't staring at her anymore. The sound of thunder was heard inside of the jet. Spencer shifted slightly with a frown. That did _not_ sound like natural thunder.

She momentarily glanced at Loki who had finally looked up from the ground with this strange expression on his sharp face. Spencer did _not_ have a good feeling about this. She got up and joined Steve and Tony.

"Still, you are pretty spry, for an older fellow," Spencer resisted the urge to groan at Tony's sarcastic attempt of getting a rise from Steve, "What's your thing? Pilates?"

Steve merely stared at Stark in confusion but was wise enough to know that Tony was messing with him, "What?" Steve asked with a hard edge in his tone.

"It's like calisthenics. You might have misses a couple of things, you know, doing time as a Capsicle." Tony shrugged sounding extremely too casual for Spencer's liking.

Spencer obviously wasn't going to tolerate Tony bad-mouthing Steve, "Tony, stop being a hater. You're just jealous that Steve's more famous then you."

Tony glared down at her, "Geez, I might have to put a neck brace on from staring down at you all the time. You're so short." Tony taunted with a smirk.

Spencer gave him an extremely dry look, "How long did it take you to come up with that one?" Spencer couldn't help but to laugh at the lameness of his joke.

Before Tony could wittingly reply, Steve spoke up, "Fury didn't me he was calling you in."

Tony scoffed, "Yeah, there's a lot of things Fury doesn't tell you." A slight resentment could be heard in Tony's voice.

Spencer arched her eyebrow, "Are you still butt hurt about the personality thing for the Avengers?" She demanded hotly. That was almost a year or so ago! Seriously, get over it! Tony shot Spencer a glare telling her that he was _not_ going to get over it but before anyone could say anything there were a series of violent thunder and lightning heard from outside the safety of their jet. The sheer force of the noise made the jet shake violently. Spencer stumbled slightly but was caught by both Tony and Steve.

That thunder and lightning was definitely not natural. Something else was controlling it. Other enhanced? Spencer thought with narrowed eyes.

"Where's this coming from?" Nat questions with suspicion.

Another series of rumbles is hear above them. Spencer took note of the way Loki was staring intently out the window with this bitter look on his face and she wasn't the only one who noticed either.

"What's the matter? Scared of a little lightning?" Steve asked with a frown.

Loki glances upwards to where the rumbling could be heard before answering, "I'm not overly fond of what follows." Was his only reply.

Spencer frowned. Steve and Tony were completely confused as to what the hell Loki was talking about. Lightning…thunder…Loki's reaction. It clicked in Spencer's head quickly. _Thor!_ Just then, a blinding light hits the top of the roof of the Quinjet. Spencer stumbles but manages to keep her balance as Tony grabs his helmet and puts it on before lowering the ramp.

"What are you doing?" Steve demands as icy air fills the warm Quinjet. Spencer grabs a hold of something steady as her hair whips around wildly. Tony takes a couple of steps towards the ramp and suddenly, the Mighty Thor appears with this blank and angry look on his face. Spencer's jaw nearly hit the ground. She definitely agreed with her father now. Thor was freakin' massive and handsome! And yes, her father did describe Thor as handsome.

For a moment, Spencer's inner fangirl wanted to squeal at the sight of the other Asgardian Prince before per said Prince threw his hammer right at Stark sending him plowing into Steve and knocking him over. Spencer watched dumb-founded as Thor grabbed Loki by his throat rather roughly before dragging his adopted brother out of the Quinjet.

"Great," Tony spat sarcastically as he and Steve got up, "Now, there's that guy."

"Another Asgardian?" Nat demanded trying to steady the jet.

"Think the guy's a friendly?" Steve asked.

"That's Thor! He's Loki's brother!" Spencer cried over the loud sound of air coming through the empty ramp.

"Doesn't matter. If he frees Loki or kills him, the Tesseract is lost." Tony replied with annoyance moving towards the ramp with clear intentions of going after Thor.

Before Tony could jump Steve said with an obvious tone, "Stark, we need a plan of attack!"

Spencer frowned and tried not to laugh when Tony stated arrogantly, "I have a plan. Attack." Before jumping out of the jet and disappearing into darkness.

Spencer sighed softly going to sit back down. This is certainly not how she pictured this whole mission going. Steve grabbed a parachute with intentions of following both Stark and Thor. Spencer rolled her eyes knowing it was wise to just wait for them to figure out they were on the same side and came back with Loki in tow.

"I'd sit this one out, Cap." Spencer spoke up watching her new friend putting on the parachute.

"I don't see how I can." Steve replied sounding a bit confused as to why Spencer was acting so calm and not jumping into action. Some guy just stole Loki from out of their hands and she wasn't going after them?

Nat was the one to answer, "These guys come from legends, they're basically gods."

Steve shook his head walking towards the end of the ramp, "There's only one God, ma'am. And I'm pretty sure he doesn't dress like that." Spencer laughed at how adorable Steve was being. After all he's been through he was still loyal to his religion. She definitely admired him more now. She watched with a smile as Steve jumped out of the jet leaving just Nat, the other pilot, and Spencer on the jet.

"Spence," Nat drawled out with a sigh.

Spencer didn't need to be told twice. The assassin jumped up from her seat with her hoverboard, "I am so on it!" She knew those three men wouldn't stop fighting each other any time soon. They'd burn down the entire forest before realizing they were allies. Spencer set down her hoverboard, jumped on it, and tried to steady her bouncing nerves.

"Please, be careful." Nat added before Spencer threw off her headset and launched herself out of the Quinjet and thousands of feet down into complete, pitch darkness. Spencer let out a loud scream of excitement as she rapidly neared the ground. From her new vantage point, she could make out where she assumed Tony and Thor were fighting. There were a series of bright flashes and loud booms. She wasn't far off. She hummed to herself as she willed her hoverboard to move faster and towards the fighting.

Doing as commanded, the hoverboard slanted downwards gaining more speed and momentum. Spencer released a loud laugh loving the rush she was receiving. It didn't take long for her to touch the tree tops and lower down until she saw the ground. She moved quickly on her new best friend, the hoverboard. She dodged trees and boulders quite easily as the sound of fighting grew. She could hear Steve's voice as he joined the fight.

"Hey! That's enough!" Steve sounded like an angry parent scolding his two bickering children, "Now, I don't know what you plan on doing here—"

Thor rudely cut off Steve, "I've come here to put an end to Loki's schemes!"

Spencer was just reaching the clearing when Steve spoke again, "Then prove it! Put the hammer down!"

Thor has this blank look on his face for a moment as Tony began speaking hurriedly, "Um, yeah, no! Bad call! He loves his hammer!" It was then that Thor backhands Tony like a pimp would his bitch with his mighty hammer, Mjölnir. Thor, who finally lost his damn temper, raises his hammer.

"You want me to put the hammer down?" Thor mocked angrily.

"Oh, shit." Spencer muttered grabbing Steve's attention.

Thor leaps high into the air, raising that stupid hammer. Steve was quick to react and holds up his shield right as Thor brings his wrath down onto the shield. Spencer sighed knowing what was about to come. A massive implosion of light reacts to the vibranium shield creating a massive shockwave. Spencer, not being affected by the shockwave, simply absorbed most of the powerful electricity into her tiny body without moving an inch.

Tony stand up looking around with this _holy shit, did that just happen?_ Expression. Next to Tony, is Steve who has a very disapproving glare and it was aimed at Thor who was simply staring at both men.

"Are you guys done comparing dicks?" Spencer spoke up gaining their attention immediately.

She flicked off a piece of twig off of her shoulder pleased with the bewildered looks she received from all three men. When she didn't receive an answer, she walked up to Thor with a mega-watt smile, "Hello, Thor. You don't know me but you know of my father? Phil Coulson?" She cranes her head to look up at the mighty hero.

Thor, still seeming a bit frazzled and confused, looks down upon the tiny girl. "You are Son of Coul's daughter?" Thor questioned with enlightenment flickering in his bright eyes.

Spencer beamed, "Yup! I'm his only daughter, Spencer!"

"You are so tiny." Thor observed.

She sighs sadly, "Yeah, my dad says I get it from my mom's side." Spencer shrugs ignoring the pain in her heart at the mention of her deceased mother.

Suddenly, a bright light was flashed on them. Spencer looked up to see the Quinjet hovering over them. "Oh, good, our rides here!"

* * *

 ** _I know I mentioned that her Avenger's name would appear in this chapter but I decided to end the chapter sooner then what I wanted. So, definitely in the next one but! A little hint. Her Avenger name is actually in the chapter, I didn't realize it until I quickly re-read everything lol. It's pretty obvious, I think. Anyway, I apologize if my fight scenes were sloppy. I'm not that good with playing them out._**

 ** _Until next time!_**


	9. S E V E N

**_Welcome back, friends :D I have brought you a sort of boring, filler chapter. Not much happens in this chapter. It's kinda that chapter that I can't take out because it is important in the movie and I couldn't fiddle around with it much. Anyway, so, I lied again, her codename is not in this chapter. I can't find a right place to bring that up on but I will make room for it in the next chapter because I'm eager to see what you guys think of it._**

 ** _As you know, I do not own anything other then my OC's._**

 ** _Sorry for any errors._**

 ** _Please, enjoy this filler chapter!_**

* * *

Spencer reached the main control room and took note of the tension in the room. Everyone excluding Tony was gathered around the large, circular table. Nat was sitting down on the further left, Steve right across from her, Bruce standing behind one of the chairs, and Thor standing in front gazing out at the working agents with this solemn look in his blue eyes. Spencer briefly wondered why they were so silent until she heard Nick's voice play over the speakers.

" _How desperate am I? You threaten my world with war. You steal a force you can't hope to control,"_ The anger in Nick's voice made Spencer shiver from her spot, _"You talk about peace and you kill 'cause it's fun. You have made me very desperate. You might not be glad that you did."_

Spencer shook out of her thoughts and moved to stand behind Nat's chair. Nat briefly looked up from the footage being shown from Loki's cell and gave the girl a brief nod. Spencer gave a tentative smile before gazing down at the small monitor.

Loki remains silent for a second before mocking Fury, _"Ooh. It burns you to come so close. To have the Tesseract, to have power, unlimited power,"_ Loki smirked and began to step back before looking straight into the camera with clear mocking on his face, _"And for what? A warm light for all mankind to share? And then to be reminded what real power is."_ Spencer tried not to shudder at the cold words that spewed from the God's mouth.

Fury stood there gazing at Loki before smiling back at the God in a mocking way, "Well, let me know if _Real Power_ wants a magazine or something." Fury states before walking off leaving the God of Mischief alone in his glass cell. Once Fury leaves, Loki turns to the camera once more, and smirks in a way that leaves Spencer's skin crawling with disgust. Nat quickly shuts off the video. Steve blankly stares down at the table, deep in thought. Thor, who didn't even look, just listened, stands there looking so torn apart that Spencer felt her heart go out for the God.

Everything was quiet until Bruce scoffs lightly with bitter, mocking smile, "He really grows on you, doesn't he?" It was easy to see that Bruce was clearly nerved by Loki's presence here.

Steve shakes his head, "Loki's gonna drag this out. So, Thor, what's his play?" Captain America questions Mighty Thor.

Thor, who comes back to reality, answers in a powerful but low voice, "He has an army called the Chitauri. They're not of Asgard or any world known." Thor slowly turns around to face the others while Maria Hill slowly comes up to hear what Thor has to say, "He means to lead them against your people. They will win him the earth. In return, I suspect, for the Tesseract."

Steve has this _are-you-serious_ look on his face, "An army? From _outer space_?" Steve questions with slight disbelief throwing a glance at both Spencer and Nat.

It was Bruce who spoke next, "So he's building another portal. That's what he needs Erik Selvig for."

Thor looks at Bruce, "Selvig?"

Bruce nods, "He's an astrophysicist."

Thor shakes his head and firmly states, "He's a friend."

Nat finally spoke up, "Loki has him under some kind of spell, along with one of ours." Spencer frowns at the mention. She missed Clint and worried often about if he was safe or okay. She desperately wanted to march into that stupid cell and demand Loki to tell them where Clint and Erik were at.

Steve shakes his head, "I wanna know why Loki let us take him. He's not leading an army from here."

Steve was right. Spencer had gotten that feeling when they first captured him and then it got worse when Thor went to go retrieve him. "He could've escaped while Thor was fighting with Tony," Spencer spoke up quietly drawing the attention ton to her, "But he didn't. I don't like this, him being here, he's up to something."

Her words only increased the other's worry.

Bruce scoffed twiddling something in between his fingers, "I don't think we should be focusing on Loki. That guy's brain is a bag full of cats, you could smell crazy on him."

Spencer smirked lightly as did Nat but Thor immediately took offense, "Have care how you speak. Loki is beyond reason, but he is of Asgard, and he's my brother." Thor fiercely stated. His voice had resonated around the control room. Spencer found it easy to see how good of a king Thor would be once his father stepped down. She liked Thor.

Nat spoke indifferently, "He killed eighty people in two days."

Thor looked conflicted before answering, "He's adopted."

Spencer chuckled lightly at that and took a seat beside Nat when Bruce, once again, spoke up, "Iridium, what did they need the Iridium for?" Bruce questioned us hoping we would find the answer. Spencer heard footsteps from behind her and looked over her shoulder to see Tony walking up with her father in tow.

"It's a stabilizing agent," Tony grabbed attention of the room before turning to her father; "I'll fly you there. Keep the love alive," Tony suggested while Phil shook his head and went over to join his daughter. Tony shrugged before continuing on, "Means the portal won't collapse on itself, like it did at S.H.I.E.L.D. _"_ Tony walked up next to Thor, "No hard feelings, Point Break. You've got a mean swing." Tony practically coos at Thor.

The Mighty God merely stares at Tony looking quite miffed and confused. Tony moves on to stand in front of the Hellicarrier controls, "Also, it means the portal can open as wide, and stay open as long as Loki wants."

Tony stood there before commanding the crew, "Uh, raise the mid-mast, ship the top sails!" Spencer scoffed rolling her eyes. This was not a fucking pirate ship. Some Agents glared at Tony while other stared at the billionaire with weird, confused expressions on their faces. Tony pointed to the left shouting out, "That man is playing Galaga!" Spencer took note of the way Steve hurriedly looked over the man playing per said game. The Agent quickly exited out of the game with blushing, red cheeks. "Thought we wouldn't notice but we did."

Tony looks at the controls before covering one of his eyes and glances around, "How does Fury do this?" Tony questions.

Spencer sighs, "He turns," She answered.

Tony looks around the monitors, "Well, that sounds exhausting," Tony mutters before turning his attention to the rest of the team, "The rest of the raw materials, Agent Barton can get his hands on pretty easily," Tony walks over to the screens fiddling with them as he spoke, "Only major component he still needs is a power source. A high-energy density, something to kick starts the cube."

Spencer raised an eyebrow impressed. Maria, who stood next to Spence and Phil, looked at Stark and asked, "When did you become an expert in thermonuclear astrophysics?"

Tony scoffed, "Last night," Before turning to Nat, Steve, Bruce, and Spencer, "The packet, Selvig's notes, and the Extraction Theory papers," When he saw their confused faces, he sighed with exasperation, "Am I the only one who did the reading?"

"Apparently." Spencer muttered causing Nat, Maria, and her father to snicker in response.

"Does Loki need any particular kind of power source?"

Bruce shook his head, "He's got to heat the cube to a hundred and twenty million Kelvin just to break through the Coulomb barrier." Bruce explained as Tony began walking around towards Bruce. Spencer sighed feeling her brain fry with all of this science talk.

"Unless," Tony countered, "Selvig has figured out how to stabilize the quantum tunneling effect."

Bruce pondered the thought before responding, "Well. If he could do that he could achieve heavy ion fusion at any reactor on the planet."

Tony happily crows, "Finally, someone who speaks English."

Steve, who looked just as confused as the others, spoke up, "Is that what just happened?" He muttered towards Nat and Spence. Both master assassins smirked back in agreement.

Tony and Bruce shake hands. Spencer could see the glimmer of respect in both of their eyes. She was surprised to see the mutual respect they were showing to each other. "It's good to met you, Dr. Banner. You're work on anti-electron collisions is unparalleled," Bruce perks up looking slightly proud at this before Tony decides to ruin it by saying, "And I'm a huge fan of the way you lose control and turn into an enormous green rage monster."

Bruce looks down with a soft sigh, "Thanks."

"Smooth as butter, aren't you, Tony?" Spencer snorts earning a smirk from the billionaire.

It was then that Fury walks in, "Dr. Banner is only here to track the cube. I was hoping you might join him." Fury stands behind Spencer's chair. Spencer beams up at her Godfather, who in return, places an affectionate hand on top of her head.

Tony, who looks like a kid whose parents have allowed him to eat sweets, looked at Banner with obvious excitement. Steve speaks up, "Let's start with that stick of his. It may be magical, but it works an awful lot like a HYDRA weapon."

"I don't know about that, but it is powered by the cube. And I'd like to know how Loki used it to turn two of the sharpest men I know into his personal flying monkeys." Fury stated with a frown.

Thor, who was confused by the saying, looks at Fury, "Monkeys? I do not understand."

Steve quickly blurts out, "I do! I understood that reference!" Spencer felt herself melt at the proud, smiling face that Steve has on while Tony rolls his eyes behind him. Bruce was hiding a smile.

Tony shakes his head and looks at Bruce, "Shall we play, doctor?"

Bruce, who looks just as eager as Tony nods, "Let's play some." Both men began walking out. Spencer turned towards Agent Whittermore, The Galaga player, turns ever so discreetly to make sure the coast was clear and goes back to playing his game.

 **_break_**

Spencer had taken a shower and managed to catch an hour or so of sleep. She didn't felt right with Loki being on board. She felt…like something bad was going to happen. The ominous feeling she had been feeling since they had captured Loki had only grown since. She would have to be extremely alert. She didn't trust that their security would hold if Loki tried something which she was sure he would. She had a towel wrapped around her body as she looked around for something casual to wear.

She heard someone knock on her door as she put on her bra and underwear, "Who is it?"

"Um, it's Steve!"

Spencer smiled and responded, "Give me a sec, Cap!" She hurriedly pulled on a grey v-neck and some black jeans before going over to open the door. Steve, who was still in his uniform, looked down at the freshly showered Spencer.

"What's up, Steve?" Spencer asked going over to tug on some socks.

Steve shuffled nervously, "I was wondering if you wanted to go check up on Tony and Bruce. It's been a few hours and I haven't heard anything." Steve wasn't one to keep still; Spencer knew that, he _had_ been in a chronic sleep for the last seventy years. Spencer imagine the last thing Steve was keen on doing was sleeping or keeping still.

Spencer didn't have anything else better to do. Fury had ordered them to wait until Tony or Bruce found something important. It had only been two hours since the pair had started working on Loki's scepter. Spencer knew if they _had_ found something out; they would've been informed of it immediately.

But if it would help calm Steve's nerves then she guessed it would be okay. "Sure, it's better then waiting." Spencer shrugged going to pull on her black converse.

"You catch up on some sleep?" Steve asked watching as Spence expertly placed her dual katana's on her back. Steve did not want to see the damage those blades did during a fight. Steve cringed slightly at the thought. Spence quickly tucked her blades in place and her gun holster at her side going to check up on her black gun and making sure the safety was on.

Spence gave a small smile, "Yeah, I couldn't sleep that much. I've had this ominous feeling ever since Loki stepped foot on the ship." Spencer admitted while combing through her hair with a brush.

Steve felt the same, "I do, too. I know he's up to something but…I trust in Fury's judgment." Steve answered lowly. Spencer nodded silently in agreement before both Avengers moved forward out of her room and back up towards Bruce's lab. Spencer was lightly asking Steve what his likes and dislikes were just to get a better baring on him. They would be fighting and spending a lot of time together so, Spencer wanted to know him better.

Steve replied back awkwardly and it didn't take a genius to figure out that he wasn't used being asked personal questions and especially from a female. Steve answered Spencer's questions honestly; not wanting to say no to her kind, turquoise eyes. Steve did want to be honest with her. Spencer was growing on him quite quickly; just like everyone else who had come into contact with the young, bubbly assassin. It was even hard considering her capable of being an assassin but…Steve had seen her fight very briefly and although it wasn't much…he knew he _definitely_ did not want to get on Spencer's bad side.

It wasn't long until they reached the lab. Spencer and Steve waltzed in on Stark poking Bruce with a miniature electrical prod. Spencer shook her head with mild amusement but from the corner of her eye, Steve wasn't the least bit amused with this sight.

"Ow!" Bruce laughs looking at Tony with amusement and slight shock/

Tony peers at Bruce closely as if searching for a certain type of reaction but finds none as Bruce stares at Tony with a half-smile. "Nothing?" Tony asks with a crest-fallen expression.

"Tony, Bruce isn't your science project." Spencer chided with a slight smirk.

The same time Steve demanded, "Hey, are you nuts?"

Tony shot Spencer a charming grin, ignoring Steve, and asking Bruce, "You really have got a lid on it, haven't you? What's your secret? Mellow jazz? Bongo drums? Huge bag of weed?" Tony shot off each one making Bruce laugh and shake his head.

"Is everything a joke to you?" Steve asked with a frown.

"Funny things are." Tony remarked smartly.

Spencer scoffed as he threw some blueberries into his mouth. Spencer jumped on top of the counter next to Loki's scepter knowing there was going to be a small spat. She could see how peeved Steve was and how Tony was going to enjoy pushing Steve's buttons. "Threatening the safety of everyone on this ship isn't funny." Steve clenched his jaw before realizing what he said and turning to Bruce with an apologetic look, "No offense, doctor."

Bruce waved it off with slight smile, "No, it's alright. I wouldn't have come aboard if I couldn't handle pointy things." It made Spencer snort in laughter.

Tony waved his pointy thing, "You're tiptoeing, big man. You need to strut." He declares walking around the table.

Steve growls lightly, glaring at Tony, "And you need to focus on the problem, Mr. Stark." Spencer had to give Steve some points for still remaining polite but the air in the lab had gotten a whole lot tense now.

"You think I'm not?" Tony replied with a frown looking at Steve, "Why did Fury call us in now and why now? Why not before? What isn't he telling us?" Tony asked with clear suspicion that made Spencer instantly frown and turn her now hard eyes on Tony as he continued to speak, "I can't do the equation unless I have all the variables." Tony shrugged.

Spencer clenched her jaw, "You think he's hiding something?" Spencer's voice had dropped dangerously making Bruce shift away from her and Tony to pale slightly, "He called you all in because someone stole the Tesseract! We had no need to call you in before it was stolen!" Spencer hissed icily.

Tony gave Spencer a deadpan look, "He's a spy, Spencer, he's the spy. His secrets have secrets," Spencer seriously wanted to throttle Tony for speaking about her Godfather like he was the enemy but then Tony pointed to Bruce, "It's bugging him too, isn't it?" Tony asked Bruce.

Spencer turned to the now nervous doctor who was refusing to meet her icy, hard stare. Bruce started stumbling over his words now, "Uh, I just wanna finish my work here and—"

"Doctor?" Steve urged.

Spencer jumped off the counter so, she was fully facing both Tony and Bruce. Bruce momentarily looked the now stoic Spencer. Her arms crossed over her chest and her stance poised and lean. Her movements were clear. She was _not_ pleased. Bruce swallowed his nerves and sighs leaning back in his chair, " _A warm light for all mankind,_ Loki's jab at fury about the cube."

"We heard it." Spencer remarked getting annoyed with these long pauses.

Bruce looked at Tony now, "Well, I think that was meant for you." Tony's expression wasn't that surprised but he offered the doc some of his blueberries as Bruce continued, "Even if Barton didn't tell Loki about the tower it was still all over the news." Spencer's eyebrows furrowed downwards.

"The Stark Tower? That big ugly…," Tony gives Steve a dirty ass look, "Building in New York?" Steve continues on earning a very unpleased look from Tony.

"It's powered by Stark Reactors, self-sustaining energy source. That building will run itself for what, a year?" Bruce shrugged as he fiddled with his glasses.

Tony responded back while eating his blueberries, "It's just a prototype," Tony then proudly tells Steve, "I'm kind of the only name in clean energy right now." To which Steve looks unimpressed. Spencer already knew this but kept silent.

Bruce nods towards Tony, "So, why didn't S.H.I.E.L.D bring him into n the Tesseract project? I mean, what are they doing in the energy business in the first place?" Bruce shrugged looking at Spencer to see her reaction. He was a bit disappointed and slightly nerved to see that the young assassin still had stoic expression on her face not revealing a single thing.

Spencer, though, had already had these doubts before when Fury casted her to live as a civilian. When she first heard of project P.E.G.A.S.U.S _,_ she had asked all of those questions and like always, Fury told her the truth. There were things out there…planets out there that could hilariously take them out without so much as breaking a sweat. It was terrifying knowing that there were living, breathing creatures out in space and how easily they could destroy this Earth, _her home._

Spencer wanted to snap at them and tell them they were dead wrong. Her Godfather wasn't the enemy here. She could understand where they were coming from but Fury wasn't quite sure he trusted the Avengers that much yet. He would tell these morons soon. Spencer scoffed earning their attention, "This is pointless," Her voice was indifferent and bored, "Just do your fucking job and find the Tesseract. We need to find it and bring back Clint." With that, Spencer turned on her heel and marched out of the lab fuming and having the extreme urge of stabbing something, anything, and stabbing it _repeatedly._

* * *

 ** _So, I don't want to make Spencer oblivious to everything going on but I don't want her to know everything either. Fury is keeping something major from her and we'll find out in the next chapter (Though I am certain ya'll know what it is about. weapons of mass destruction, am I right?) I am wondering how that will strain the relationship between Fury and Spencer when she does find out that he kept something so massive from her and especially the relationship between her and her father. Quite exciting stuff for the next chapter._**

 ** _Also, I am so nervous to write Phil's death in the upcoming chapters. I have a pretty good picture in my mind but fuck, it's going to be hard. Spencer is definitely going to cause a major scene and I'm not sure how I wanna play this out. The beginning I know but the aftermath of her father's death is what's daunting, ya know?_**

 ** _And another also, Pikachu...hehe, I totally loved and am using that as Tony's official nickname for Spencer XD_**

 ** _Anyway, until next time! :D_**


	10. E I G H T

**I was going to split this into two chapters but decided it against it. I didn't realize how fast Phil's scene was, so, be warned for the feels. I kinda don't like the way I Wrote that scene out...I might even re-write it...but let me know what you guys think. It's mainly dialogue the first couple of pages, so, be warned too.**

 **I do not own anything but my OC's**

 **Please, forgive me for any errors.**

 **Also, I cried.**

 **Enjoy!**

* * *

"She is tiny, is she supposed to be this size, Son of Coul?" Spencer was in the briefing room with her father and Thor. It had been an hour or so since she left Banner, Stark, and Rogers in the lab. She had trained her angers out on training dummies and now, she was calm and collected again. Thor was gazing at Spencer with open curiosity. Spencer grinned cheekily as she idly munched on a green apple. She _loved_ green apples.

She was briefly wondering where Nat was. Spencer hadn't seen the older assassin in a few hours. Her father laughed, "You think she's tiny now? Here, let me show you—" Phil began rapidly digging through his pockets to look for his phone.

Spencer, catching what he was trying to do—what he _always_ did-quickly groaned, "Dad, is this really necessary?"

Thor gazed between father and daughter with confusion, "What is necessary?" He questioned with a furrowed brow.

"I have, ugh, some baby pictures of Spencer! Just—give—damn it, Spencer, how do you unlock this shit?" Phil pleadingly looked at his daughter as he waved his new, sleek mobile device in his hand.

Spencer sighed finishing her apple and threw it into the trash before jumping over the railing gracefully. "You need to get in tune with technology, you fart." Spencer smirked unlocking her father's phone—his password was her birthday.

Phil snatched his move away from Spencer and quickly showed Thor an _array_ of baby pictures from when Spence was small. Thor's face had softened up considerably as he gazed at the pictures. There was a hint of distance in his eyes; as if lost in the memories from when he was younger. Spencer smiled trying her best not to blush.

"I was wrong," Thor looked at her with this strange, prideful look, "You were tiny as a baby. So small and fragile; I am surprise Son of Coul did not break you."

Coul scoffed, "I dropped her once."

"Dad!" Spencer cried out.

Thor merely laughed.

"It's true, ask Fury, right on your head." Phil nodded thoughtfully. He would never try to play pool and feed a baby ever again. He had learned his lesson—Victoria Hand and Agent May had made sure of that. He tried his best not to shudder at the memory.

An uneasy feeling squirmed in Spencer's stomach. She frowned as Thor and her father began to speak about Jane Foster, Thor's lover. Spencer had met the famous Jane Foster. Jane was a very passionate and polite woman unlike her assistant, Darcy. Darcy…Darcy was vulgar, loud, and blunt but Spencer liked Darcy, too. Spencer didn't have a lot of friends outside of S.H.I.E.L.D so, Jane and Darcy were a bit of a refresh from the usual, serious agents.

"They are repulsive, and they trample everything in their path." Thor had a thoughtful look on his strong face as he gazed out of the side of the ship. He looked deep in thought as if lamenting about what has happened and what may come. Spencer couldn't imagine how Thor was feeling. His adopted brother was causing such muck…and all Thor wanted was for Loki to gain his senses and come back home without causing harm to Earth.

"When I first came to Earth, Loki's rage followed me here and your people paid the price," Thor looked pained and guilty, "And now again," Spencer's heart reached out to the Asgardian Prince, "In my youth I courted war." Thor muttered to himself with a slight cringe.

"War hasn't started yet," Nick's voice broke through the solemn bubble, "You think you can make Loki tell us where the Tesseract is?" Nick questioned Thor seriously.

Thor shook his head and answered honestly, "I do not know. Loki's mind is far a field, it's not just power he craves, it's vengeance upon me," Even Thor looks troubled to be saying these words out loud, "There's no pain that would prize his need from him."

Nick chuckled dryly, "A lot of guys think that, until the pain stops."

Spencer frowned slightly not liking the way her Godfather had said that sentence. Thor caught this as well and gazed strongly at Nick, "What are you asking me to do?" There was a hard edge to his voice now.

Nick kept his face passive and collected, "I'm asking. What are you prepared to do?" There was a slight challenge in his voice.

Thor didn't quite like where this was going;" Loki is a prisoner."

Nick sighed rubbing his forehead, "Then why do I feel like he's the only person on this boat that wants to be here?" So, it hadn't only been Spencer and Steve that had felt uneasy with Loki being here. The others had felt it too. Even Thor since he didn't answer Fury's question. Spencer knew something was going to happen and when it did, she wasn't sure she'd be ready for it.

She was an assassin… she wasn't trained to fight Gods.

But damn sure she was going to try.

Spencer departed from the briefing room, lost in her thoughts. Her mind was foggy. She wasn't sure what she was supposed to think. Spencer had yet to see Nat anywhere. She was _not_ going anywhere near the lab. She didn't particularly felt like hanging out in the briefing room until something happened. There was a lot of calmness on the ship…and Spencer did not like it one bit. Loki was playing at something but what? Was her Godfather hiding something? What did Steve think of this? What were Tony and Bruce doing now besides working on finding the Tesseract?

There was so many questions and doubt that lingered in her mind; it was stressful. They were supposed to be a _team_ and yet, lines had already been drawn and sides were being taken. How would the Avengers be able to save the world when…they couldn't even stand being in the same room together?

Spencer rubbed her head in a stressful manner. She should take a nap. She _loved_ naps. There obviously nothing better to do. No, if something happened…Spencer had to be ready but what was there to prepare for? Loki was in a prison cell that was impossible to break out of. Everything, for the moment, was supposed to be safe.

But it didn't feel that way.

There was an obvious wolf hiding as a sheep lurking in the flock. It was only a matter time before that wolf, Loki, struck. Spencer was on her way towards the training room when Nat's voice came over her earpiece.

"Loki means to unleash the Hulk. Keep Banner in the lab, I'm on my way. Send Thor as well." Spencer froze and felt her stomach twist once more, uneasily. Loki wanted to unleash the Hulk? Why wasn't Spencer surprised? She would begrudgingly praise Loki for his cunningness. Spencer pivoted around and made a dash towards the lab with renewed haste.

The wolf had struck.

When Spencer reached the lab, Fury was already in there with Bruce and Tony. All three men looked annoyed and agitated. Spencer strolled in right as she heard, "You're supposed to be locating the Tesseract." Nick's voice was hard and steely. Spencer's eyes darted to the computer screen that Tony and Bruce were standing in front of.

She couldn't see what they were looking at.

"We are. The model's locked and we're sweeping for the signature now." Bruce shrugged not looking affected by Nick's slow-building anger, "When we get a hit, we'll have the location within half a mile."

Tony, though, had to add his two-cents in, "And you'll get your cube, no muss, no fuss." Tony shrugs popping a few blueberries into his mouth before his monitor shows a red pop up screen that has Tony lighting up with interest, "What is Phase 2?" Tony smugly questioned Nick.

Spencer gazed at her Godfather in confusion before a loud bangs fills the room. Steve had dropped a HYDRA assault rifle on the table looking quite pissed off. Spencer gazes at the weapon with dread knowing what was next. "Phase 2 is SHIELD uses the cube to make weapons." Steve's face is pulled tightly into an angered expression before he turns to Tony, "Sorry, the computer was moving a little slow for me." Before his baby blue eyes focused on Nick.

Spencer hoped…that Steve wasn't right but they had proof…it was on Tony's screen. Spencer stared at her Godfather who turned around to explain to Steve, "Rogers, we fathered everything related to the Tesseract. This does not mean that we're—" Or at least tried to explain before Tony cut him off.

"I'm sorry, Nick," Tony moves the computer screen towards Fury, Spencer, and Steve. Spencer clenches her jaw tightly. On the monitor were plans of the weapons. **No** , Spencer thought desperately, **this couldn't be happening. Nick told her everything!** Spencer felt betrayed and angry. Why was he aiming to build weapons of mass destruction?

"What were you saying?" Tony mocked throwing a glance at Spencer.

Tony felt a bit uneasy seeing the look on the young assassin's face. Apparently, she hadn't known about this either. Tony was lucky he wasn't receiving the end of that bloody, dangerous look of betrayal that Spencer was sporting.

Steve growls lowly, "I was wrong, director. The world hasn't changed a bit."

It was at that moment, Thor and Nat walked into the lab. Nat's eyes were dangerously hard and icy and they were aimed right on Banner. Banner was looking at her quite pissed off as well. Bruce got up with this mockingly anger expression on his face.

"You wanna think about removing yourself from this environment, doctor?" Nat asked in a low, dangerous voice.

Bruce scoffed mockingly, "I was in Calcutta, I was pretty well removed." He snapped.

"Loki's manipulating you." Nat urged as her hard eyes darted towards Spencer who stood beside Steve and _away_ from Fury. Fury was gazing at Spencer obviously feeling guilty and caught for hiding this from her. He knew she was angry with him but he had other things to worry about.

"And you've been doing what exactly?" Bruce snarled.

Nat stiffened and hissed, "You didn't come here because I bat my eyelashes at you." Nat stepped towards Bruce as he moved around towards the front of the desk that was holding the Scepter.

"Yes, and I'm not leaving because suddenly you get a little twitchy," Bruce dismissed her before turning the monitor for all to see, "I'd like to know why SHIELD is using the Tesseract to build weapons of mass destruction." His voice was hard and his eyes were glaring between a stiff Nat and Fury.

Spencer crossed her arms over her chest, "Or are you going to kept that to yourself as well?" Sneers the young assassin. She was so pissed at her Godfather…and she was pretty sure her father had been in on this as well which made the betrayal even worse. Spencer would've preferred a knife in the back then to this. To find out like this…Spencer was seconds away from going on a rampage.

What else had they been keeping from her?

Fury glanced at Spencer and didn't even bat an eyelash when he pointed at Thor, "Because of him."

Thor, who had been quiet with his arms over his huge chest, looked baffled and a bit offended, "Me?"

Spencer felt her anger building up. Thor? Thor had nothing to do with this! Why Fury honestly going to blame Thor when all Thor had been doing was helping them? Fury stepped forward while explaining, "Last year earth had a visitor from another planet who had a grudge match that leveled a small town," Thor's face flushed with anger and guilt, "We learned that not only are we not alone, but we are hopelessly, hilariously, outgunned." Bruce glanced at Thor in surprise.

Spencer glared heatedly at her Godfather.

Thor never wanted anything but peace!

Thor had voiced Spencer's thoughts, "My people want nothing but peace with your planet."

Fury sent him a dry look of impatience, "But you're not the only people out there, are you? And, you're not the only threat. The world's filling up with people who can't be matched, they can't be controlled." Fury urged harshly not sparring a glance at a fuming Spencer.

Steve scoffed, "Like you controlled the cube?" He mocked.

"You're work with the Tesseract is what drew Loki to it, and his allies. It is the signal to all the realms that the Earth is ready for a higher form of war." Thor snapped hoping that Fury would get the message on how grave the price was for having the Tesseract.

"Higher form?" Steve questioned with furrowed eyebrows.

Fury didn't bat an eyelash, "You forced our hand. We had to come up with something-"

Spencer growled angrily, "Nuclear deterrent? Cause that always calms everything down!"

Tony nodded in agreement, "Kid has a point, Fury."

Fury deadpanned Tony, "Remind me again how you made your fortune, Stark?" Fury looked like he was running out of patience and _fast._ It took a moment for Spencer to realize that _everyone_ looked closed to running out of patience. Even Steve and Thor; who were both usually the calm ones, looked ready to pounce and start a fight.

Spencer felt her anger vanish instantly. Something was wrong. This felt all too…too planned out. The group begins to argue and getting closer to one another. Voices began to overlap, tensions were running high, egos were butting heads, and all Spencer could do was watch with confusion. Her mind was racing with possibilities' as to why this was happening. She had never seen Nat, Fury, Steve, or even Thor in such a way. The looks on their faces were savaged.

Tony and Steve were chest to chest looking ready to swing at each other.

Bruce had this crazed expression on his face.

Thor was mocking them.

Spencer had settled her attention on Loki's scepter, suddenly, and watched as the pointy stick began glowing very brightly almost as if…it was feeding on the negative energy in the room!

"Agent Romanoff, would you escort Dr. Banner back to his—" Fury was beginning to give an order before Bruce but him off furiously.

"Where? You rented my room!" Bruce snarled, his face twisting dangerously.

"The cell was just in case," Fury put his hands up trying to show Bruce no harm.

Bruce cut him off again, "In case you needed to kill me, but you can't! I know! I tried!" Bruce boomed and the room finally fell into silence. Spencer momentarily forgot about the scepter and looked at Bruce with her heart aching for him. So, had the others.

Even Fury looked a bit stunned at this revelation.

Bruce took a deep breath, knowing he had gotten the attention of the whole room, and continued, "I got low. I didn't see an end, so I put a bullet in my mouth," Spencer flinched at his blunt words, "And you know what? The other guy spit it out! So I moved on. I was focused on helping other people. I was _good,_ until you dragged me back into this freak show and put everyone here at risk!" Bruce's voice had risen up considerably.

Bruce turned furiously to Nat, "You wanna know my secret, Agent Romanoff? You wanna know how I stay calm?" Bruce questioned in a dangerously calm voice that was just begging to end in chaos. Romanoff and Fury discreetly put their hands down on their guns while Spencer had an electric orb glowing in the palm of her hand.

Bruce had his hands on the scepter and didn't even realize it.

Steve was the one to speak up tentatively to the angered doctor, "Doctor Banner…put down the scepter."

Bruce looks down and is openly shocked to see the scepter in his hands but before anyone could say anything…the computer chimes and all attention turns towards it. "Got it." Tony perks up.

Banner puts the scepter away and walks over to the computer, "Sorry, kids. You don't get to see my little party trick after all." He mocked darkly and Spencer gave a light shudder. The orb that was in her hand was now gone. Steve moved towards her side as if to make sure she was okay until Tony starts going off on getting to the Tesseract faster.

"You're not going alone." Steve growls.

Tony glared at Cap and mocked, "You gonna stop me?" A challenge hidden in Iron Man's voice.

Steve's face turned ice dangerous, "Put on the suit, and let's find out."

"I'm not afraid to hit an old man." Tony childishly replied but there was dead seriousness in his voice.

"Can you two please just shut the fuck up already?" Spencer snarled getting fed up with their stupid bickering already, "We have bigger problems to worry about then which one of your dicks are bigger!" She threw her hands up angrily momentarily making the entire attention shift onto her. Steven and Tony inch away from her since small sparks of electricity were popping off of her small form.

The last thing Spencer heard was Bruce saying, "Oh my god." Before an explosion shook the entire ship; everyone had been thrown in some random direction. The floor beneath her gave way and Spencer would've fallen in with Bruce and Nat had Fury not grabbed her arm and pull her into safety.

"Hill?!" Fury spat into his earpiece as his eye ran over Spencer's form to check for any injuries.

Stark and Tony had run off to help the engine. Maria's calm but rushed voice came over the earpiece and Fury and Spencer rush to control the pandemonium that was breaking out. "Turn up the engine! Number 3 engine is down! Can we get a run in?" Maria was doing her utmost best to keep all the agents in the bridge room calm, "Talk to me."

Fury and Spencer were moving quickly through the crowds of people running around. Spencer's heart was racing. She could only pray and hope that everyone was okay and that they would get through this. She briefly prayed that her father was okay.

"Somebody's got to get inside and patch that engine or we won't be in the air for long!" Maria urgently told Nick.

Nick nodded before ordering, "Stark! You copy that?!"

Tony responded immediately, "I'm on it!"

"Coulson! Initiate official lock down in the detention section then get to the armory!" Nick ordered over the earpiece before turning to Spencer, "Go put on your suit and go to the armory with your father. I want you with him at all times, okay?" Fury had grabbed her shoulder, pausing their rushed walk, and made Spencer face him.

Spencer gazed at her Godfather intently unsure what to say because she was upset with him.

Fury saw this and sighed quietly, "Look, I can't explain to you why I kept this from you but you have to trust in me, Spence, I've never steered you wrong, have I?" Fury asked her in a soft voice she didn't know Fury could use during such an extreme situation.

Spence nodded silently, "Then please, trust me. The things I do I do it to protect not only this planet but you as well." Fury kissed her forehead before urging her to move, "Be safe and don't do anything stupid, Spencer."

Spencer turned to look at her Godfather. She was still upset with him…but she knew this wasn't the time to be having relationship problems or throwing tantrums, "You know I will." Spencer remarked cheekily before disappearing into the mass of agents.

 _Please, let everyone be alright!_ Spencer thought as she made a dash towards her room.

She didn't take long but it had felt as if she had taken her time. Minutes felt like days as she hurriedly put on her suit making sure she had all her gear and that he gear was working properly before she took off once more towards the armory. Her heart was racing as she called through the earpiece, "Fury, talk to me! What's happening?"

"Barton's inside. Bruce is missing. Tony and Steve are working on fixing the engine. Nat is missing. Thor as well." Nick wasted no time and Spencer felt her stomach drop and squirm intensely. In such a short few minutes and look what was happening? She could only hope that Nat was trying to find Barton. Spencer wanted to go find him as well but she had to reach her father first.

She quickly came in contact with two of the men dressed in black clothing going to shoot some of the researchers before Spencer took them down efficiently without using her weapons. She took their guns and tied them up before she barked orders at the gaping lab coats, "Don't just stand there like a sniveling child!"

They quickly scattered as agents began taking the two knocked out men away and Spencer continued haste to the armory and only to find her father gone. She quickly turns on her heel and sprints to the detention room. Her heart was racing at a rapid pace and she wasn't sure why. Something was going to happen. She could feel it and she was bloody determined to make sure nothing happened again. Loki blew apart her team, she was going to blow him into pieces.

"Dad, what's your twenty?" Spencer called ignoring how she spoke over Fury's commands.

"On my way to the cell paddock."

Suddenly, the ship gives out a loud groan as it sways to the side making Spencer stumble into the wall. She balances herself and continues going; practically running to the detention center. "It's Barton," Spencer's heart jolted, "He took out our systems. He's headed for the detention level. Does anybody copy?" Fury called roughly over the earpiece.

Spencer clenched her jaw tightly. Would she have to come face-to-face with the man who trained her? Would she have to take down the man who took her in as his own? Was Spencer even a match for the master bowman? Spencer's nerves were twitching before a cool and collected voice came over the intercom.

"This is Agent Romanoff. I copy." Spencer felt relieved to hear Nat's voice even if she did sound strange.

Spencer was reaching the detention door, shoving it open, and ran inside. Right as she passed under the doorframe….her whole world stopped. A large gasp emitted through the room, it wasn't from her, a weapon clattered loudly on the ground, and Thor gave out a mighty and pained roar, " **NO!"**

Spencer's body froze, her eyes widen, her heart stopping, and her mind blank. Her father stood a few feet away from her, eyes wide, open agape and with Loki Laufeyson standing behind him with his stupid scepter impaled into Phil Coulson's heart. Spencer watched completely frozen as her father sunk to the ground and slumped against the wall breathing weakly. His eyes glazing over towards Spencer's frozen form.

"S…Spencer." Her father called out.

Tears gathered in the corner of her eyes as both Loki and Thor took notice of her appearance. Something snapped in Spencer. Her eyes never moved from her father's fading form. Electricity gathered in her throat, sparked off her small, shaking body, as her hands were bathed in purple and blue light.

Then she released the most ear-shattering scream, combined with electricity, and throwing Loki back into the control panel; who accidentally hit the hatch's bed button dropping Thor drop towards his death. Spencer's scream was heard from _all over the ship._ Electricity from her scream went flying through every edge and corner of the ship not harming any but momentarily wiping all electricity from the ship causing the ship to float in the air before plunging downwards.

Spencer cries as she stumbles towards her father. His eyes drooping, body limp. His skin was growing cold and sweaty. "Daddy," She whimpered holding her father close to her shaking and zapping form.

"I'm so sorry, baby girl." Phil managed to choke out weakly.

"Don't leave me…please…." Spencer's heart was breaking. She couldn't fully grasp what was going on. Her father looked up at her with so much grief and sadness. Her mind was racing. "I'm sorry, dad! I'm sorry if I would've been a second earlier I could've saved you! I'm so sorry!" She sobbed as Phil coughed up blood.

"Don't…blame…yourself, Spencer….it's—" He coughed again and sputtered out blood. Spencer cried into his chest as his hand gripped hers in a dead-like grip. "My fault…I'm sorry…" Spencer sobbed into her father's form as she heard footsteps passing by her. Her red eyes dully looked up to Loki's retreating form.

Anger sparked through Spencer and before her father could stop her. She was on her feet, flinging electric knives at Loki's back. Loki, momentarily taken off guard, whirled barely missing two blades but one managed to slice his cheek. He was mildly surprised to see the small annoyance of a girl on her feet with rage covering her red and broken face.

Spencer could've sworn…she saw an extremely saw flicker of guilt flash through the Asgardian Prince's eyes, but she shook her head as she her rage consumed her. She screamed once again and lunged with deadly precision. Loki hurriedly dodged all the small girl's advances shocked by how _fast_ and agile the disgusting Midgardian was. Rage forced her to move and grief motivated her but it was quickly turning south for Spencer as her moves became sloppy and her body grew heavy with sorrow.

Loki saw this and knocked the tiny girl onto her knees. A sob whimpered between her pale pink lips. Loki stared at the broken form of the Midgardian. He shouldn't have felt _guilty_ for killing off some stupid Midgardian but seeing the pure pain on the girl's face reminded him so much of the pain he had felt when Odin told him of his true heritage. Loki's jaw clenched. She wasn't _like_ any of the other Midgardian's…this one had powers. Powers that were full of raw power….Loki had seen that twice already.

Perhaps it would benefit him if he took this woman with him.

He could easily use her like he had done with Barton. Perhaps Loki would even keep the woman as his pet…Loki pondered this deeply as he walked around the sobbing woman. "I could take away you pain," Loki's voice slithered into her, "I could give you revenge for you see, this was not my doing, perhaps if Fury would've told you of his plans beforehand…this wouldn't have happened. Fury is the one you should be furious with. How could a mere mortal even compare to a God?" Loki's voice was coated in sugar as he tried coaxing the woman out of her grieving state.

Spencer dully look up into Loki's blue eyes. She said nothing even When Loki paused in front of her and kneeled down. His face was dangerously close. Spencer merely stared with tears falling from her eyes. Her chest felt too tight. Everything felt cold. She could hear her father weakly calling for her attention and trying to protest against Loki's words.

She wanted death. What was left for her on this earth? Her mother was gone and now, they were taking away her father? She was an orphan now…she would very soon have _no_ parents. She would never feel her father's warmth…hear his laughter…hear him gloat about his stupid vintage trading cards. A broken sound came from her lips as Loki raised the tip of his scepter and pointed it directly over her heart.

Loki was eager to make this woman his toy.

But something happened.

Her eyes glowed brightly with the familiar Tesseract blue before a large zap echoed through the room. Loki's hand burned as the scepter fell onto the floor. Spencer's eyes were now a glowing purple…electricity flying off of her. Loki was stunned.

Spencer spoke in a disorientate voice, "You think those sweet words would alter my alliance?" Spencer hissed with small electrical tears streaming down her face.

Loki stumbled back.

Her voice rose, "Do you think that you're pathetic magic trick would work on me? Do you know what courses through _my_ body?" Spencer roared as pulse waves began to emit from her in a steady rhythm, "Even Gods must fall, Loki, and I plan on making that happen!" She snarled with ferocity, "You are _going to lose."_

Loki clenched his jaw, scepter in hand, and mocked, "Am I?"

He tried his best to cover his nerves. The woman somehow resisted the energy of the Tesseract. Loki was cautious now. He couldn't underestimate this woman.

"It's in your nature." She hissed as they began to circle one another.

Both poised and ready for attack,

The newfound energy that coursed through Spencer was fueling her tired body. Her emotions were intensified. Loki laughed with mirth, "Your heroes are scattered, your floating fortress falls form the sky…where is my disadvantage?"

"Conviction." Spencer growled as both God and woman lunged at each other.

But right as Spencer ducked under Loki and they switched spots, there was a loud explosion. Loki flew through the wall into the control room, and behind where Loki once stood was her father clutching the Prototype weapon in his hands as he panted heavily.

"So that's what it does." He joked weakly as Spencer ran to him.

Spencer's throat was raw with emotion and all she could do was sob into his chest. She couldn't think properly. Her once bright future was now pitch black. Her world that was once beautiful and magical was now crumbling with darkness. What could she stand for without her father by her side? What good was she when she didn't have her daddy by her side? What could Spencer do with her meager life now that her daddy was…was…fading from reality?

All she _could_ do was sob.

Phil held her as best as he could…he thought he had felt true pain when Lana died…but that pain could not compare to the pain he was feeling watching his daughter…his beautiful, bright, bubbly, and strong daughter fall apart in his arms. He had been foolish…he should've known he was no match for a Norse God…he hadn't been thinking…and now, he was paying the price…and the worst part was…that Spencer would be paying the price as well.

He broke his promise to Lana, now.

He broke his promise to himself.

He let Lana down.

But he also let his daughter down.

"I'm so, so sorry," Phil whispered as tears began to stream down his face, "I'm so sorry, Spencer." It was all he could think of saying to her…his throat was tight and he felt his time decreasing with every second that passed by.

He lifted Spencer's chin trying his best to ignore the way his heart clench tightly at the sight of her red, damp face. Her eyes were now full of grief and dullness as if she had already given up on the world….all because of him.

Phil struggled to say the words but forced himself to do it. It was selfish of him to even think of saying it even after what he was doing to his daughter but he had too…"I love you, Spencer."

It was then…that Phil Coulson died.

And Spencer's world had been completely destroyed.

A steady pulse wave continuously emitting from Spencer's body without her even caring or knowing; she continued to sob and whimper into her father's chest refusing to believe he was gone…refusing to let go. It was how Fury founded her.

"No…" Fury's voice cracked.

He had entered the detention center and his solid, hard heart shattered within a mere second. Phil was slumped against the wall, dead. Phase 2 Prototype beside him. Spencer's shaking form with sobs emitting from her body. A steady pulse wave of energy had been emitting from her.

Fury could only stand in shock.

His best friend was gone. His Goddaughter…broken. All because he had gambled a risky game. All because he had sent the both of them to handle and take down a God. What had he been thinking? Agents clustered behind him muttering and gasping in shock at the scene before them. Fury's throat tightened.

How would Spencer ever forgive him?

Fury shook his head and walked towards both father and daughter. "Spencer…" Her face, which was buried in Phil's chest, flinched, "Baby girl, look at me." Fury cooed kneeling beside her. He noticed her grip tighten on her father's body. Her expression was wide-eyed and twitchy…almost animal life.

Fury swallowed back the lump in his throat, "Spencer, _please,_ look at me." He urged her reaching out to tentatively tilt her head towards him.

Despite his best attempt, he flinched at how broken and dull her eyes were now. So used to seeing her eyes bright with life and happiness…and now, there was only dulled grief and endless sorrow.

All because of him.

"I know…I know you don't want to…but you have to let him go." Spencer hadn't noticed…too emerged in her grief but her suit was ripped in places and she was bleeding heavily from a gash on her stomach. Fury definitely wondered if Loki had done that. Her grip was now gripping onto her father's body as if her life depended on it. An angered and horrified expression was itched on her face.

"You want me to _what?"_ She snarled.

Fury quickly saw where this was going. He cursed himself for being too rash. He forgot how…how dangerous Spencer could be when she was angry and now combine that with her ability…speaking of, the pulse waves radiating from her had been harmless but now, that she was angry…they were causing numb sensations to flood Nick's body.

Before she could say anymore, Fury had quickly struck Spencer on the side of the head flinching at the sound of impact before Spencer slumped against the wall as well. The grip on Phil's now cold body…was still tight. The pulse waves were gone. Spencer's world was gone, Fury knew that, but it was up to him to rebuild that world. He would move heaven and earth now to bring back Phil and bring back the small girl he loved very dearly. He gently pried Spencer off Phil's body and brought her protectively into his chest. He watched grimly at her broken expression.

He placed his finger on his earpiece with a sigh, "Agent Coulson is down."

He gently lifted Spencer into his arms as the medic team arrived. One went o Phil's cold body while the other medic began checking Spencer's wounds. "Paramedics are on their way." An agent replied back.

"They're here." Fury's voice was numb and dull.

He looked up at the ceiling with grief striking his heart repeatedly, "I'm sorry." He uttered almost silently before looking down at his battered and bruised Goddaughter…and looking at his best friend's unmoving body. He would get Loki Laufeyson back for this, "Send Agent Coulson's body somewhere safe and secure. Preserve his body." Fury instructed roughly.

He would move heaven and earth to bring Phil back.

But first, he had to take care of Spencer because she was all he had now, and he would be damned if he let something happen to her.

* * *

 _ **So, please let me know what you think on Phil's death scene because I feel like I did a pretty shitty job. I never lost anyone, personally, so, I didn't really have a good grasp on how it would feel. I feel kinda bad for writing such a crappy scene but let me know what you guys think!**_

 ** _I hope you enjoyed!_**

 _ **I will see you cats on the flip side!**_

 _ **Until next time,**_

 _ **Vanessa :D**_


	11. N I N E

**_Sorry for the long wait! I was kind of stumped on this chapter. I wasn't really sure how to move on from such a dramatic ending in the last chapter. I know one of you (I am too lazy to look up your name in the reviews, forgive me) suggested how but I didn't quite think it was in Spencer's personality to keep her emotions that bottled up and especially before a big battle, so, I made her breakdown before and with Nat. Spencer isn't afraid to show her emotions and even more so to the ones she deems worthy of her trust, so, yeah XD And also, no Phil didn't fake his death, he did actually die, but if you watch Marvel's Agents of SHIELD then it will explain all of that mess there._**

 ** _So, I made this chapter extra long. I'm way past my personal curfew, so without further ado._**

 ** _I hope you enjoy this chapter._**

 ** _I apologize in advance for any errors!_**

* * *

Spencer gasped as she shot upwards from her bed. Sweat drenched her forehead making her hair cling to her skin. Her eyes darted wildly around the dimly lit room aware of the machines beside her bed and the small needles hooked into her skin. Her entire body ached something awful. Her head was pounding, too. She rubbed at her forehead trying to get rid of the nightmares that plagued her. She wanted to cry but she was sure that she had cried herself dry. Her father was gone, dead, and killed by Loki.

Her hands clenched tightly in her lap.

Anger sparked through her tiny, exhausted body. In all honesty, Spencer didn't want to kill Loki. No, giving that bastard a swift death would be too merciful and Spencer wasn't planning on being merciful, no, she was going to kill Loki in the slowest way possible. Her mind raced with so many ideas that she wasn't aware of the eye watching her from the corner of the room.

"Spencer."

Her head snapped up and eyes landed on Nick's figure in the corner. He looked like hell. She had never seen him this way before. Dark bags under his eye, his face wary and aged, and his posture slumped down in defeat, and the look of complete sorrow itched in his eye. Spencer's throat constricted and her heart gave a painful tug.

"How long have I been out?" Spencer questioned softly. Her eyes on her hands as she clenched and unclenched them.

"Just a few hours." Nick assured eying his Goddaughter with evident worry, "I know it's a stupid question—"

"My head hurts," Spencer cut him off closing her eyes, "Can I have something for the pain?"

Nick got up from his seat and dropped a packet of powerful pain pills in her hand while grabbing a water bottle from the min fridge. Spencer gave a strained smile taking the two pills down eagerly and quickly washing them down with cool water. "Where is everyone else?" She asked in a low voice as she gazed up at Nick.

He shrugged, "I have no idea where Thor vanished off too. Bruce is missing, too. Stark and Rogers are somewhere in the ship. Natasha is with Clint."

Spencer perked up, "How is he?" She immediately asked feeling a tiny bit better hearing that Clint was back.

"He's been in and out but he's fine." Nick reassured quietly.

"Can I go see him?" She asked eagerly.

Nick frowned, "I'm not sure you're quite ready for that. You lost a fair amount of blood earlier. Your body is probably—"

"I healed," Spencer stated firmly not missing a beat, "You know I have advanced healing abilities. I need to see him, Nick, please." Spencer begged looking up at the only person she had left in this world. Nick's stern expression softened before he gave a curt nod.

"I'll have Agent Romanoff come in here—"

"Oh thank God." The door swished opened to reveal a relieved Nat.

"Can I please finish a god damn sentence without being interrupted?" Nick demanded with annoyance before turning to Nat, "Escort Spencer down to Clint's room. She wants to see him. I have some matters that need to be looked at. I'll be back within an hour or so to check up on you." Nick leaned over and planted a soft kiss on Spencer's forehead.

Spencer's eyes fluttered close as she savored Nick's familiar presence. She wanted to cry…God, she could feel those bastards beginning to gather at the corner of her eyes but she fought them back. She needed to be strong…her father would not want her crying…but it was hard, so, so, hard. All Spencer wanted to do was cry her eyes out…drown herself in her sorrows, and simply go M.I.A. She wanted to leave everything to the Avengers and Nick but knew it would be extremely selfish of her.

She would finish what her father started.

Once Nick left, albeit hesitantly, Nat was instantly at her side. Her sharp eyes were full of absolute worry and sorrow. It was almost heart-breaking for Spencer to see, but at least Nat wasn't giving her any pity looks. Spencer could deal with everything _but_ the pity looks. Spencer gave her a strained smile, "I would be lying if I said I was fine," The younger assassin looked down at her hands, "I feel like a part of me is gone…but I won't cry anymore. He wouldn't want that. I need to finish what he started."

Nat watched Spencer with piercing eyes. Nat had always had a soft spot for Spencer. The brown-haired girl was the sister Nat never had. When Nat saw Fury bringing her back from the cell paddock…Nat's stone-hard heart cracked. She had _never_ seen Spencer in such a state…not even after they had saved her from HYDRA. Loki had made it personal…Nat wouldn't stand by idly as this bastard toyed with the ones she cared deeply for…and just like Spencer said…they were going to finish what Phil Coulson had started.

"You're not alone, Spence," Nat gently clasped her cold hand around Spencer's clenched, small one, "I know…you might think that you're alone but you're not. God, Spencer, you are so loved…you can't feel alone I _won't_ let you feel alone." Nat kept a somber expression on her face but her eyes were portraying all the emotions she was incapable of feeling.

Spencer's head was down…but a stray tear had fallen and landed onto Nat's hand. Nat exhaled sharply before wrapping Spencer into a hug. Spencer wished she could've been stronger…but she couldn't. The pain of losing her father was still too fresh in her mind. All these powerful emotions were overwhelming her…she was meant to be trained for anything…but nothing in this world could've prepared her for this.

So, the tears she thought she had dried out…were now streaming down her face and landing on Nat's suit. Sobs racking through her tiny body as Nat held on tightly….refusing to let go. Spencer's heart felt broken…her mind felt empty…and her soul felt shattered, but she couldn't give up, not yet. Not until Loki was defeated and the Tesseract located.

Spencer lost track of time…

She didn't know how long she had cried into Nat's shoulder or how long Nat held onto her even after the tears ceased, but Spencer did feel the tiniest bit better. Nat was right…Spencer wasn't alone. She had her family behind her. Nick, Clint, Melinda May, Victoria Hand, Maria Hill…and now, Steve Rogers, Tony Stark, Bruce Banner, and Thor.

Nat let Spencer clean herself up and checked the girl's wound before guiding her carefully to where Clint was being held. "How did you bring him back?" Spencer questioned in a low voice finding the shitty and bright lightning in the ship was hurting her eyes.

Nat kept a sharp eye on Spencer as they walked slowly towards Clint's room, "I whacked him in the head really hard." She answered indifferently.

Spencer couldn't help but to laugh softly, "He's going to be feeling that when he wakes up."

Nat was happy that Spencer had laughed. It reassured the older assassin that her baby spider would be alright…not that Nat doubted. Spencer was too innocent for this world…too good. Spencer would always preserve and push forward no matter what…and it was something that Nat adored about her.

Slowly but surely, they made it to Clint's room. When Nat entered, she was surprised to see Clint awake again. This time, it seemed like he was trying to shake off the remains of Loki Laufeyson from his system. Clint strained against his restraints and grunted with agitation until he noticed Natasha returning…and with _Spencer._

Clint's strained features immediately washed away. His moments halted as his eyes drank in her ragged—almost broken appearance. His jaw tightened and he felt his hatred for Loki grow even more now but he eased his expression as Spencer's lovely blue eyes locked onto his darker ones. Relief was plain on her face as she stumbled clumsily towards him, her eyes bloodshot, and her face breaking out into a smile that his heart pumping a bit faster.

He wished he could've hugged the girl back but couldn't.

Spencer hugged him tightly, "I was so worried," Her voice wavered the tiniest bit, "I thought I had lost you too."

Nat upon seeing that Clint was back to normal had moved to undo his restraints. Clint's arms were immediately wrapped around Spencer's small, delicate form. He could breath a bit better now that he was reassured that Spencer was alright…at least, physically.

"You won't get rid of me that easily." Clint muttered into her hair.

Nat was sitting on the bed watching with soft eyes.

"Loki, did he get away?" Clint asked a few moments later.

Nat's softened expression hardened instantly, "Yeah, I don't suppose you know where?" Nat questioned as her jaw clenched.

Spencer pulled away from Clint and watched Nat carefully. Clint heaved a sigh, "I didn't need to know. I didn't ask," Clint's eyes looked between Spencer and Natasha, "He's gonna make his play soon though. Today." Spencer sat up a bit straighter with a serious look on her face; the calculating master assassin coming into play now.

"We gotta stop him." Spencer stated.

Clint shook his head with a slight scoff, "Yeah? Who's we?"

Nat was the one to answer, "I don't know. Who's ever left."

Clint looked a bit conflicted but shrugged, "Well, if I put an arrow in Loki's eye socket, I'd sleep better I suppose." Clint smirked darkly at both female assassins.

Nat gave a small, amused smile, "Now you sound like you."

Clint was staring intently at Nat; probably picking up the weird vibes from her that Spencer felt earlier. Something during Loki's attack had happened…Spencer didn't know what but she wasn't completely oblivious. "But you don't." Spencer spoke up softly looking directly at Nat with a soft, worried frown.

Clint nodded and added, "You're a spy, not a soldier. Now you want to wade into a war, why?" Clint questioned with a furrowed eyebrow.

Natasha looked up with this fire in her eyes, "Because he messed with the people I care about."

Spencer had to admit that her big sister sounded pretty badass.

 **_break_**

Clint was in the bathroom, cleaning himself up a bit. Spencer and Nat were leaning against the side of the wall; Spencer on the bed and Nat standing up. Spencer was antsy…fidgety. She hated sitting around doing nothing. Loki was out there…planning something huge…getting away with murders of innocent people, and all they were doing was sitting in this room not doing a thing. Where was Nick? Spencer wondered.

"I hate this part, too." Nat sighed taking notice of Spencer's fidgety state.

Spencer gave a small, sheepish smile, "I just hate that he's out there…I don't want anyone else to get hurt, Nat." Her voice was small and filled with worry.

Nat sat down next to her baby spider, "Nick is working on finding him. If he does anything…we'll find him." The older assassin did her best to reassure Spencer.

As if God heard their words, Steve walked in with his uniform on. Both Spencer and Natasha were surprised to see him. Steve's baby blue eyes stuck on Spencer's battered and tired form, and instantly felt guilt gnaw away in his stomach. She didn't look as bad ad before…that was a good thing, at least. Steve quickly shook away those thoughts and ordered, "Time to go."

Spencer jumped up on her feet swiftly as Nat gazed at Steve, "Go where?" She questioned, caught off guard.

Steve shook his head, "I'll tell you on the way. Can you fly one of those jets?" Steve questioned giving them a clue as to what they were about to do. Spencer felt her heart pumping with eagerness. It was time to put Loki down into the ground. Nat glanced at Spencer and saw the dark excitement twinkling in her still bloodshot eyes.

Before Nat could answer, Clint walked out of the restroom looking refreshed and like his former self. "I can." Determination was clear in his voice.

Steve, obviously a bit unsure of Clint, looked at Nat for confirmation. Nat nods her head confirming that Clint was back on their side now. "You got a suit?" Steve asked with a slight eyebrow raised.

Clint nods, "Yeah."

Steve nods his head, "Then suit up."

Clint makes his way out of the room; Nat following but she pauses when she notices that Steve hadn't moved and neither had Spencer. Nat gazes at Spencer with a silent question. The younger assassin gives Nat a slight smile and nod. Nat nods stiffly before moving to go suit up.

Spencer looks curiously at Steve, "You okay, Cap?"

Steve glances down before looking back up at the young girl, "I'm sorry we weren't able to realize Loki's plan before…I'm sorry, Spencer, I really am." Spencer's confused expression softened considerably and small light gleamed in her eyes. The sincerity in his voice made her chest swell with an emotion she couldn't describe.

"It isn't your fault." Spencer spoke gently.

Steve shook his head, "Yes, it is. Instead of fighting against each other…we should've been working together…we should've realized it sooner…God, I knew I heard you trying to talk but we didn't listen and then I kept picking a fight with Tony…Spencer, I don't care if it wasn't our fault…our mistake cost you your father's life. You have no idea how horrible I feel that in order for us to set aside our differences and egos…your father had to die."

Spencer looked down at her feet trying her best not to cry. She felt like a major crybaby, she had never cried so much in her life…not even when HYDRA had been doing their fucked up experiments on her. The pain in her heart was vivid and still too fresh…but she couldn't let Steve or any of the others to take fault for her father's decision. "My father knew what he was doing, Steve," Steve was surprised to hear how strong Spencer's voice was, "Yeah, he made a foolish choice but he knew what would've happened if he let Loki go without a fight. I can't blame any of you or even my dad…because all of this is Loki's fault. I am grateful that you feel that way but you shouldn't, no one should. I am disappointed…my father spoke so highly about you, Stark, Thor, and Banner…I should've known he would've sacrificed himself in order to get us to work together…to give us a purpose,"

Spencer moved to stand in front of Steve, grasped his clenched hand in her small, warm hand, and looked up at her friend with stray tears falling gracefully down her face, "I'm just glad that his sacrifice isn't going to be in vain."

Steve felt his heart slow down, his body shiver, and his mind go blank for a second. He just stared down at Spencer with awe. She had lost her father…because none of the team could get over their egos and suspicions of each other…and yet, she stood there gazing up at him like he had nothing done wrong. No amount of words from Spencer or anyone could ease the guilt in his heart. He blamed himself for Phil's death…and Spencer's brokenness he had seen when Fury carried her from the cell paddock.

The image of a bloodied, bruised, and shattered Spencer would be forever engraved in his mind. The image of Nick's haunted face would be imprinted in his mind. The emptiness in Natasha's sharp eyes would be burned into his mind.

Images of his past life flashed before him and it reminded him on why he fought on. He reached down to gently wipe the tears from Spencer's face, "We're going to bring Loki down for your father."

Spencer gave a watery smile, "It's all he would ask for."

Steve and Spencer left the room and spilt up; both going to suit up. Spencer's side was almost completely healed. The only indication that the wound had ever been there was a small pink scar and a soreness that was on that side. Spencer slipped into her room contemplating if she should tell Nick but knowing how smart her Godfather was…he probably already knew the Avengers were about to bust out and track Loki down.

Upon arriving, Spencer saw her black and yellow suit neatly folded on her bed with all of her weapons laid out. Yup, Nick definitely knew what the Avengers were up too. Spencer's lips tilted upwards as she moved quickly, stripping off her clothing, and putting on her suit. She put on her black high tops, equipped her weapons to their designated spot, and grabbed her hoverboard. Her pulled her long hair up into a tight pony before making a mental check list that she had everything, and left.

She met up with Steve, Nat, and Clint in the Quinjet wing. No one paid much attention to them; they were all too busy fixing the damages Loki had done to the ship. As they were entering their Quinjet, A young pilot stood in their way.

The young boy, not that much older then Spencer, looked nervously at the team of Avengers, "Hey you guys are not authorized to be here…" He frowned at them.

Steve, not having the patience nor time held up his hand, cutting the boy off, and stated, "Son…just don't." Safe to say, the young pilot moved out of their way without another word. They boarded on with Nat and Clint flying the jet and Steve and Spencer buckling in for the ride.

"Alright, so, where are we going?" Spencer finally asked.

Steve didn't miss a beat, "New York."

"New York?" Clint echoed.

Steve nodded, "Loki's going to open the portal at Stark Tower." Steve informed looking grim.

Spencer sent an uneasy look at Nat and Clint. Clint's earlier words echoing in her head. _You're a spy, not a soldier._ This was…monsters and magic…things that neither three of them were ever prepared for…but that didn't stop them. The world needed saving…because if they didn't…who would?

"This is going to be long day." Clint muttered glancing at Spencer.

Spencer sighed but nodded with a small smile, "It's going to be one hell of a story."

Clint and Nat exchanged amused glances before beginning to take off. "You sure you're well enough to handle this, Spence?" Steve asked as he sat down next to her. Worry was evident on his handsome face.

The young spy nodded, "Yeah, I can handle a few hours of alien combat, but after this, I am so taking some time off." Steve smiled knowingly at the girl. Heaven knows she needed some time off especially after the events that happened today. Steve couldn't help but to think a bit selfishly. He didn't want her to go…he felt very close to the young girl despite their short time knowing one another.

Spencer saw the hesitation on Steve's face and reached out to pat his hand, "I won't be gone long, and when I come back I plan on showing you everything you missed out on; the great singers, bands, movies, and all that junk. So, you better get your rest, old man." Spencer winked at him playfully catching him off guard.

The guilt in Steve's heart only grew. She was leaving because of the mistake the team made. Steve wanted to say what was on his mind but didn't. He just glad that she wasn't as broken as everyone thought she was going to be…through everything…she still managed to stay so strong…and even smile and laugh.

That was something Steve never saw in anyone before.

The courage and strength to preserve even after you've lost something so utterly dear to your heart.

He took Spencer's small hand and gave it a small squeeze. Spencer smiled gently at Steve and returned the gesture firmly.

They took off with Tony, in his suit, in front of them. His jets were still a bit flakey but he managed to shot out of the loading deck with ease. Tony was heading directly towards his tower without the rest of the team. Tony was going to try to power down the portal…somehow.

"Pikachu, you're with me." Tony spoke up, his voice resonating through the speakers of the Quinjet.

Spencer was a bit taken back. "Why me?" She questioned through the headset.

Tony's voice came through almost instantly, "Because you'll throw Loki off. He won't be expecting you…" Tony paused as Spencer sucked in a small breath, and her grip on Steve's hand tightened, "Can you handle that?" Tony added a bit more softly. He wasn't sure if Spencer was ready to face her father's killer…honestly, he didn't think she would want too.

Then Tony heard her voice respond back with no hesitation, "I can handle it."

Tony grinned from within his suit before she hissed back with agitation, "Wait, a minute, did you just call me _Pikachu?"_

Spencer didn't know whether to be horrified or amused; honestly, she was a bit more amused then angry. It was her first time that anyone had called her after a Pokemon. "Well, you didn't like the other nickname I called you, so I had to improvise." Tony remarked sassily, pleased that he received such a reaction from the young spy.

He owed it to her. What the team had done, what _he_ had done, had gotten her father killed. Tony would never forgive himself for that. Spencer would go on living without her father…and inside, it killed Tony a tiny bit.

They made it to New York within record time. Tony landed on Stark Tower where Erik Selvig was seen next to the reactor. Spencer strapped off her restraints, grabbed her hoverboard, and waited for Clint to lower the hatch.

"Spencer, are you sure about this?" Nat spoke through the headset. The older assassin would never admit out loud…but for the first time, in a long time, she was afraid of what Spencer would do if Loki pushed her far enough. Spencer glanced at her family seeing the obvious concern on their faces.

She smiled…a smile that was both bright and warming, "Trust me, Black Widow."

Nat's expression softened, "Be careful, baby spider."

Clint snorted, "She _has_ a codename of her own, you know."

Steve perked up, "She does, what's she called?" He asked curiously.

Spencer laughed gaining their attention as she hopped on her hoverboard, "Shockwave." She answered before dropping down a hundred feet and landed next to Stark who had knocked Erik out cold and the portal was still in tact even after he shot at it with his boosters. The Quinjet vanishes as Tony proceeds to walk into his penthouse and through the gauntlets' that allowed him to take off his iron suit.

Spencer followed, amazed by Stark's technology. Something green and gold catches her eye. Loki was on the lower balcony smiling at Tony in a creepy way before his blue, evil eyes landed on Spencer's form. Annoyance and disbelief flickered through the Prince's eyes before he quickly masked it. He had thought he had crushed that woman to the ground after he killed her father.

The nuisance of this woman was no longer amusing Loki, instead it was angering him.

Spencer leaves her hoverboard and follows Tony inside his penthouse. Loki grins at them, "Please tell me you're going to appeal to my humanity." He taunts.

Tony snorted walking around to his bar, "Uh, actually, I'm planning to threaten you." Tony stated in an obvious tone. Spencer played along and jumped onto the counter, ignoring Tony's glare of disapproval.

Loki scoffed, "You should have left your armor on for that." His blue eyes intently focused on Spencer who held a relaxed expression on her face. Loki's jaw twitched.

Tony dragged a sigh, "Yeah, it's seen a bit of mileage," Tony walked into his bar, "You've got the blue stick of destiny, too. Uh, would you like a drink?" Tony asked casually.

Loki smirked knowingly, "Stalling me won't change anything."

Tony laughed shaking his head, "No, no, no! Threatening. No drink? You sure? I'm having one," Tony began mixing drinks, "Spencer? You want one, Pikachu?" Tony asked sweetly. Spencer gave him a flat look but decided to let him keep the stupid nickname for her.

"Yeah, I'll take one. Give me something strong." Spencer coolly remarked as she stared defiantly back at Loki.

Loki glanced between them and laughed mockingly, "The Chitauri are coming, and nothing will change that. What have I to fear?" Loki asked them curiously.

Spencer scoffed as she took the drink Tony gave her.

In unison, spy and billionaire said, "The Avengers."

Loki gazes at them in confusion, and Spencer smirks pleased by his reaction, "It's what we call ourselves, sort of like a team." Tony explained with a shrug.

Spencer drowned the brown, burning liquid down her throat and recited, " _Earth's mightiest heroes_ kind of thing."

Loki laughs and grins widely, "Yes, I've met them." There was a smug tone in his voice that hand Spencer gripping her cup tightly. She could feel the strong crystal cracking in the palm of her hand.

Tony smiles easily, trying to resist the urge of blowing this pretty show pony out of his penthouse, "Yeah, takes us a while to get any traction," Spencer chuckled dryly, "I'll give you that one," Tony glances at Spencer before continuing, "But, let's do a head count here. Your brother, the demi-God; a super soldier, a living legend who kind of lives up to the legend," Spencer perked up and smirked wickedly at Tony. She was _so_ going to tell Steve this later, "A man with breath-taking anger management issues;" Loki grinned smugly at the mention of Bruce, "Two master assassins; and let us not forget the beautiful girl sitting on my thousand dollar counter," Tony glared pointedly at Spencer who waved him off before the man turned to Loki once more, "And you, big fella, you've managed to piss off every single one of them." Tony took a small sip of his strong drink.

Loki beamed at them smugly, "That was the plan."

Spencer bit back a growl and resisted the urge to fry this fucker with her powers. Tony scoffed and walked around the bar stating, "Not a great plan," Tony's dark brown eyes gaze intently at Loki with evident anger, "When they come, and they will, they'll come for you." Spencer jumps off the counter to stand beside Tony who faces off with Loki.

Loki growls, "I have _an army._ "

Spencer laughed with amusement and states confidently, "We have a _Hulk."_

Loki didn't looked at all bothered and mockingly asked, "I thought the beast had wandered off."

Tony bites back with anger rising in his voice, "You're missing the point. There's no throne, there is no version of this, where you come out on top. Maybe your army comes, and maybe it's too much for us, but it's all on you. Because if we can't protect Earth, you can be damned well sure we'll avenge it."

Spencer looked at Tony with slight awe. His words causing her chest to swell with pride and strength. Loki smirks at him like a cat closing in on its prey, "How will your friends have time for me, when they're so busy fighting you?" Loki raises his scepter and Spencer was about to spring forward when Loki tapped on Tony's chest.

 _Ping._

Confused, Loki tries again.

 _Ping, ping._

Tony and Spencer were now smirking at the confused Prince.

"It _usually_ works." Loki glared at his weapon with annoyance. First, it didn't work that nuisance of a girl and now the man of Iron?

"Well, performance issues, you know? It's not uncommon." Tony mocks.

Furious, Loki grabs Tony by the throat but before Spencer could help her annoying friend, Loki blasts her with an extreme amount of energy. Spencer felt as if someone had taken a wooden bat and smashed her in the stomach. She went flying through the windows of Tony's penthouse with a strangled yelp.

" **No!** " Tony roared struggling to get free from Loki's grasp.

Spencer felt her body become airborne as she narrowly missed hitting the second balcony and went diving down towards the concrete Earth. Her stomach twisted violently as did her body. It took her a few seconds to gain control of her movements as she struggled to breath. Not a second passed when something swished underneath her feet and halted her falling movements.

Spencer breathed in relief and made a mental note to call Fitz and thank him repeatedly for the hoverboard.

A blur flew by her. She blinked, a bit taken back, and saw red iron parts following after the blur. "Oh, it's Tony." Spencer stated not bothering to go after him as his suit fully reaches him in time before he hit the ground. Tony flies back up with Spencer following as Loki was glaring at them angrily.

"And there's one other person you pissed off," Loki raises his scepter but both Tony and Spencer fire at the God sending the freak on his ass, "His name was Phil."

It was at that moment, the Tesseract's energy beams into the sky. Tony and Spencer look up and follows its bright light as the beam then forms a vortex which opens up another portal. Dread fills Spencer's stomach as her eyes widen in horror. This was it…this was the war that Nick and her father desperately tried to avoid. Not a second passed when the Chitauri Army spilled from the vortex and into New York City.

"Right, the army." Tony remarked.

"Fuck." Spencer cursed seeing the thousands of enemies flooding through the portal.

* * *

 _ **I finally stated her codename XD After how long? Haha, I do want to thank everyone who suggested a codename! I do remember telling you all that I did the whole shortest stick or I put the names in a hat thing and came out with Shockwave. I think it's pretty cool, right? My mother actually suggested it, ahaha. I also added in Tony's new nickname for Spencer XD I was eager to use it.**_

 _ **So, what are your thoughts on this chapter? What did you like or didn't like?**_

 _ **Until next time,**_

 ** _Vanessa :D_**


	12. T E N

**_Okay, Welcome back! My little loves! I am terribly sorry for the long wait but here is a very long chapter just for you. I wasn't sure if I wanted to split the battle into two parts...but decided it would be best to just keep it in one, long chapter. This chapter is basically just fighting with an extra someone thrown in the middle! XD You'll know when you see him, I was very excited to thrown him in for a bit._**

 ** _Anyway, I'll just make this sweet and short. I'll talk to you more at the end of the tunnel!_**

 ** _I hope you enjoy._**

 ** _Sorry, sorry, for any mistakes or errors!_**

* * *

It had only been ten minutes but for Spencer it felt as if an eternity had dragged on. When the portal opened, Tony and Spencer tried their best killing as many on the front lines as possible, but that was proven difficult when there were thousands of those gray-blue freaks. Tony went on trying to distract them while Spencer did her best to keep them off the civilians trying to get to safety.

Chaos was everywhere. Those aliens were coming in fast and ready for blood. All over all that was heard was screaming, sounds of metal creaking, weapons firing, and explosions. It was a nightmare, but Spencer did her best to help whoever she could before she spotted Nat, Clint, and Steve rushing up on a bridge. Spencer helped the woman get on her feet, directed her to go underground until help arrived, and hurried after her friends.

"Rough landing?" Spencer zoomed behind them on her hoverboard.

Nat gave her a bemused stare while Clint smirked, "Loki and Thor are duking it out up there." Clint gestured towards Stark Tower.

Before Spencer or anyone else could speak there was this earth-shaking roar that came from above them. The city became still as Spencer and her friends looked up into the sky where the portal was. A massive shadow falls over them. From the portal, a massive creature flies about. It was the biggest thing Spencer had ever laid eyes on. It had similar features to a whale. This creature was carrying hundreds of Chitauri and leading them into the city. It passed right by them—so close if Spencer would've reached out, she would've touched the massive roaring creature. As this monster passed by, dozens of Chitauri jumped off and began scaling the buildings nearby.

Spencer merely stared in complete shock. "We are _so_ out of our element." She stated glancing at Nat and Clint who held different expressions.

"That's for damn sure." Clint sighed.

"Stark," Steve was radioing Tony, "Are you seeing this?"

Tony replied back, "I'm seeing, still working on believing. Where's Banner? Has he shown up yet?" Tony asked randomly.

Spencer frowned, "Banner?"

What could Tony possibly want Banner for? Banner had probably left them to defend the city. Banner was long gone by now.

"Just keep me posted!" Tony groaned before ending the conversation.

Spencer sighed with frustration, "Can't he just clue us in on his stupid plans?" She complained rubbing her temples. All around them civilians were screaming and trying to get to safety. It was then that swarms of Chitauri fly by with Loki leading them, and they were creating chaos as they went by. Steve was looking out towards the bridge, "They're fish in a barrel down there." Spencer mumbled.

"They need assistance down there." Steve said looking very concerned.

Spencer glanced over the hood of the taxi they were using for safety and almost got shot in the face. "We have guest." She informed plainly as Nat quickly shot them down.

"We got this," Nat told Steve, "Go!"

Steve glanced worriedly at Spencer before looking at Clint, "You think you can hold them off?"

Spencer smirked along with Nat as Clint gave him a blank look, "Captain," Clint pulls the trigger on his bow and an arrow is automatically chose, "It would be my genuine pleasure." Clint quickly stands up and releases the arrow into the head of a Chitauri. Automatically, several bullets shot out from the arrow killing almost all of the Chitauri nearby.

It gained Steve a few seconds for him to jump down the bridge. Nat and Spencer were automatically shooting off their guns. "You know," Nat called as Spencer covered Clint so he could help out civilians trapped in a bus, "We should do something after this." Spencer sent Nat a dry ass glance.

"Seriously? We're in the middle of a fucking war, Nat." Spence replied dryly but couldn't help but to smirk at her Widow's sense of humor and bad timing.

Nat smirked and continued shooting down the Chitauri as Clint helped the last civilians out of the bus and into safety, "Why aren't you using your powers? This would be _a lot_ easier if you used them."

Spencer rolled her eyes, "Are you lecturing me on how to fight? What am I, twelve?"

"Jesus, are you guys bickering in the middle of a fight?" Clint joined them and began shooting off arrows like it was nothing.

"Nat says she wants to do something after this!" Spencer informed her beloved Hawkeye.

Clint gave Nat a dry stare, "We're in the middle of a war, Natasha!"

"That's what I said."

"That's what she said."

Nat and Spencer had replied in unison and were smirking at one another. Clint could only scoff with laughter and shake his head, "You two are something else." He commented letting his arrows fly.

Spencer jumped on the hood of the car and shot off several large orbs of electricity towards a particularly large herd of Chitauri, "I think they like us!" Spencer commented sarcastically.

"I don't like is the term they'd use, sweetie." Clint laughed as Nat and he covered the younger assassin.

"Just like Budapest all over again!" Nat remarked taking down a Chitauri that had gotten a bit too close to her baby spider.

Clint grimaced as he shot down the enemy, "You and I remember Budapest very differently." He commented shaking his head.

Spencer laughed as she shot several electrical daggers out of her palms, "That's for damn sure."

"You weren't even there." Nat responded.

"Didn't have to be!" Spencer cheekily remarked.

Spencer could faintly see Steve ordering the local police officers before her attention was diverted to Clint and Nat who had had enough of hiding behind the taxi, and were now fighting the Chitauri in some old fashion hand-to-hand combat. Hawkeye was swift in taking down a solider and ramming an arrow down its throat. Nat had gotten her hands on an energy rifle and was kicking ass with it. Spencer was elegantly taking down Chitauri with advanced moves she learned from her months in the mountains of Mount Fuji.

Spencer was covering Clint's back while he covered Nat's and Nat was covering both of their backs. They fought in perfect unison; one starting a kill and the other finishing it up while the last covered and started a new kill. Spencer's body was buzzing with excitement. She could feel her body trying to keep up with healing the slight injuries she had. Her heart was unnaturally calm but it was beating at a steady rhythm.

It wasn't until _more_ Chitauri had cornered them that Steve came out of _nowhere_ and began helping them out. There were too many. Spencer could only shoot out so many balls of deadly electricity. Hawkeye only had limited arrows. Black Widow only had limited bullets.

Just as they were about to be overwhelmed, lightning strikes down from the sky. Spencer rushes forward channeling the energy from the blast to bend the lightning around her like a massive cloud and sending it out like a pulse wave; instantly striking down the remaining Chitauri on the bridge. Thor lands beside the car Spencer was standing on, he stumbles and looks agitated and weary. Spencer hops off the car and worriedly looks over Thor for any injuries and sees a knife wound on his right side.

"What's the story upstairs?" Steve asks Thor as Spencer tentatively touches Thor's wound and sees it isn't healing on its own.

She channels the softest and lightest electricity she can and gently inserts it into Thor's wound. Thor hisses and tries to move away but Spencer gives him a firm stare, and Thor stills but answers Steve, "The power surrounding the cube is impenetrable." His mighty voice was grim.

Thor's eyes were focused on his wound where Daughter of Son of Coul had her finger in. He felt the poison that Loki had inserted by the blade slowly vanish. Spencer pulled away from a second and Thor watched with keen interest as his wound began to heal. "Thor is right. We gotta deal with these guys." Tony had suddenly spoken up.

Thor gave Spencer a small pat on her shoulder as thanks. Spencer only smiled up at the mighty Prince. "How do we do this?" Nat questioned.

"As a team." Steve instantly responds.

"I have unfinished business with Loki." Thor states.

"Yeah?" Clint scoffs fixing his arrows, "Get in line." A dark blood lust was in the assassin's eyes.

"Save it," Steve says walking past Clint, "Loki's gonna keep this fight focused on us and that's what we need. Without him these things could run wild. We got Stark on top, he's gonna need us…"

The sound of a motorcycle engine sputtering caught the Avenger's attention. Spencer looked in amazement as Banner pulled up on a small motorcycle. He looks…unharmed. Relief filled Spencer's stomach as Banner looked around at the damage that was being caused.

"So," He walks up to them, "This all seems horrible." Banner gestures around with a small, nervous smile on his face.

"I've seen worse." Nat comments bluntly but there was this teasing tone in her voice.

"Sorry." Banner comments looking at her.

Nat shakes her head, "No," She states, "We could use a little worse."

Banner visibly relaxes as Steve informs Tony that Banner was here, "Stark? We got him."

Spencer walks up to Banner and smiles up at him, "Glad you could join us, Bruce." Spencer grasps his hand in hers.

Bruce glances down at the small assassin and notices the purple circles underneath her eyes and the slight falter of glimmer in her eyes, "You okay?"

Spencer gives a strained smile and pats his arm, "Let's worry about our fight first." She responds dodging the question as Tony excitedly responds.

"Banner?"

"Just like you said." Steve chuckles.

"Tell him to suit up. I'm bringing the party to you." Tony informs vaguely.

Spencer sighs, "Why do I feel like he's going…"

Tony's bright red iron suit comes out from behind a building with the stupid Chitauri whale right behind him and roaring impatiently. "Knew it." Spencer muttered as all of them readied themselves for the fight of a lifetime. They all stiffened. Thor whirls his hammer with a snarl. Clint shakes his head with a sigh.

"I…I don't see how that's a party." Nat remarked a bit crest-fallen at their gift.

"I love parties," Spencer took stance allowing electricity to surround her, "Especially these parties."

"I know you do, kid." Clint snickered.

Tony swoops down the street with the whale following suit. The monster slams into the ground causing the earth to shake. The monster gives out a bellow of rage as it barrels down their street like an unstoppable freight train. Bruce calmly looks behind him and beings to walk towards the incoming monster.

"Dr. Banner, now might be a really good time for you to get angry." Steve pointed out dumbly staring at the incoming whale.

"That's my secret, Captain," Bruce admits glancing at them for a moment, "I'm _always_ angry." In an amazing transformation, Bruce's body begins to swell, stretch, and harden. His body was turning green and his fist flying straight into the face of the giant Chitauri whale. The monster gave out a pained cry as his body flips over Bruce doing a 360.

Spencer watched in awe as the monster's armor popped off and head right towards them. "Hold on!" Tony called flying up from behind them.

Clint grabs Nat and shoves her to the side while Thor takes cover. Steve grabs Spencer, pulls in her as Tony fires rockets into the exposed skin of the monster. Spencer and Steve both duck down with Steve raising up his shield as an explosion echoes around them. Pieces of rotten meat fly _everywhere_ and catch fire.

From above, the air is filled with the roars of the horrified Chitauri. Spencer stands beside her fellow Avengers as the Chitauri rally against them. Bruce—or Hulk roars mightily back at the Chitauri. Hawkeye reloads and aims his arrow. Thor twirls his hammer and snarls. Black Widow reloads her handguns. Steve readies his shield. Shockwave brandishes her katana's. Iron Man touches ground and gazes around with newfound hope.

But that hope was severely crushed when the portal rumbled once more. From the vastness of space, from the portal, thousands more of Chitauri and more freakin' whales fly out. The Avengers look up. "We are way out of our _fucking_ element." Spencer commented with a groan.

" Guys." Nat reminds them of the impending doom the city was facing if they failed.

"Call it, Cap." Tony says.

Immediately, Steve is in Captain mode, "Alright, listen up. Until we can close the portal up there, we're gonna use containment. Barton, I want you on that roof," Steve points to the building, "Eyes on everything. Call out patterns and strays," Clint looks excited and nods, "Stark, you got the perimeter. Anything gets more than three blocks out, you turn it back or you turn it to ash."

"Wanna give me a lift?" Clint asked Tony.

"Right," Tony walks over to Clint, "Better clench up, Legolas." Clint readies himself before Tony lifts him up onto the building not far away from the bridge.

"Thor," The mighty Asgardian Prince looks at Steve, "You gotta try and bottleneck that portal. Slow them down. You've got the lightning. Light the bastards up." Thor grins savagely before flying up leaving just Nat, Spencer, and Hulk, "Alright, us three," Steve turns to the two female assassin's, "We stay here on the ground, keep the fighting here and only here,"

Steve turned to Hulk who was gazing around looking impatient, "And Hulk?"

Hulk instantly looked at Steve, "Smash."

The green monster gives the most magnificent grin and leaps up into the air. He soars high into the nearest building, running up the wall, and smashing several Chitauri in half. Spencer giddily begins twirling her blades, "Did you see him go? That was really awesome." She points out like an excited child.

Steve and Nat gaze at the young girl with evident amusement and fondness. Up from above, Thor lands on the top of a nearby building and begins to summon the lightning. Steve, Nat, and Spencer were keeping the fighting on the bridge trying to keep the monsters focused on them—which was work.

Spencer felt her body tingling with the sense of lightning—powerful lightning nearby. Her body felt high of the energy cackling and swimming around her. Loud roars of thunder snapped above in the air, Spencer absorbed the energy in the air and began sending massive shockwaves into the Chitauri around her and her friends. They all instantly started convulsing before dropping dead to the ground—but kill a few and another dozen are ready to fight.

"Stark," It was Clint, "You got a lot of strays sniffing your tail."

"I'm just trying to keep them off the streets." Tony responded nonchalantly.

"Well, they can't bank worth a damn. Find a tight corner." Clint suggested with no doubt a grin on his face.

Spencer laughed quietly as she cut down Chitauri like they were butter. Spencer, Nat, and Steve fought in great unison—not quite as perfect as she fought with Clint and Nat but close enough. The Cap definitely had some smooth moves. "You sure know how to dance." Spencer commented as Steve covered her six.

Steve breathlessly chuckled, "Thank you, Spencer."

"Should teach me some time." Spencer grunted as she violently rammed her blades into the chest of an alien and savagely blew him up with her energy.

Steve, who had seen this, nervously answered, "I don't think you need any lessons."

Nat and Spencer laughed at his voice.

"What else you got?" Tony asked Clint over the intercom.

"Well, Thor's taking on a squadron down on sixth."

"And he didn't invite me?" Tony sounded offended.

"Am I invited?" Spencer asked with a laugh as she summoned her hoverboard.

"Pikachu, it would be a pleasure." Tony replied.

"Think you two can handle it?" Spencer asked hovering above the ground while shooting our balls of electricity and daggers too.

"We got it," Steve panted barely looking fazed, "Go get dolled up for the party."

Spencer laughed as Nat remarked, "Try to be responsible, okay? Don't let Tony pressure you into doing anything stupid."

" _Hey,"_ Tony sounded offended, "I am a good influence."

Spencer shot up into the air, dodging incoming Chitauri, and shot towards 6th street. Tony flew by her shooting down any incoming Chitauri before banking left and going after a few strays heading towards Clint. She was tracking down a squadron of Chitauri a street away from where Thor was tangoing with the stupid, fat Chitauri whale when something caught her eye.

It was a guy-a familiar guy. He was wearing a hoodie and trying to sneakily take down Chitauri by luring them in with chimichangas. Spencer sighed with annoyance and made a quick right. The Chitauri following her slammed into the concrete wall of a parking garage. " _Wade,_ " Spencer called out from above, "What the hell are you doing?"

Wade Wilson, also known as Deadpool, froze mid bite into his chimichangas and looked up innocently at Spencer. Wade knew he shouldn't have gone out into the open but he wanted to help. Jesus, they were freaks running about—oh and those aliens too! How was he supposed to eat and shit in peace if Aliens were blowing holes into his apartment?

"Spencey!" Wade grinned up at her revealing his heavily scarred face, "What a surprise seeing you here, I love the suit, makes your butt look big and bouncy!"

Spencer gave Wade a dry glare as she jumped off her hoverboard, "I am not asking again, Wade." She warned standing in front the infamous Deadpool.

Wade looked down on her, "You know, you're very beautiful when you're angry. Why are you so short? Did the author make you short? I bet she did because it would be weird if she made you my height." Wade rambled randomly.

Spencer gazed at Wade with dying patience, "Wade, I will zap that ugly ass face right off your face."

Wade blinked, "That's not very nice. My face is beautiful."

"Wade motherfucking Wilson!" Spencer snapped, "We are in the middle of a fucking alien war. You are supposed be in _hiding._ Or do you want me to call Professor Xavier so he can send Colossus after you?" Spencer knew how much Deadpool _hated_ the X-Men and disliked Colossus even more.

Wade scowled at her, "Jesus, someone's being a bitch today. Are you on your period? Wow, you are on your period and fighting in a war, that is truly inspiring-Okay!" Wade shouted grumpily, "I'll fucking leave, Spencey, I really feel the fucking love between us, really, don't smother me in it." He flipped his hood up.

"Don't forget your stupid chimichangas." Spencer pointed out.

Wade walked back towards her and snatched the remaining five chimichangas out of her hands, "You have really small hands but those hands are vicious and deadly, and don't think I don't know how evil you really are!" Wade pointed a finger at her.

Spencer sighed, "Wade, go."

Wade shot her a dry look before grinning, "Come visit me and blind grandma! We haven't seen you in a while—I think the author should give me more dialogue in her—"

Spencer sent a ball of purple electricity right at Wade causing him to yelp, "For Fuck's sake, okay!"

Before he turned the corner he pointed out, "By the way, I love your katana's! I know the author totally copied those from me!"

Spencer watched Wade disappear into an alleyway with amusement before mounting her hoverboard and returning into the battle. She was so going to tell Professor Xavier about Wade—just to piss that jackass off.

"Spencer, what's your location?" Steve asked.

"Um, I think I missed the party on 6th." Spencer replied as she came up on the street and saw nothing but the remains of the Chitauri whale.

"There's a bank on 42nd, might need some backup."

"On it, Cap!" Spencer quickly turned around and began heading towards the bank. Chitauri were already on her tail. Spencer expertly dodged their attacks by swinging between their chariots with her hoverboard still flying in front of them. She swung around with her blades slicing alien skin. When both riders were dead, the chariot flying down, she ran forward towards her board and landed on it gracefully.

She grinned, "I am definitely thanking Fitz for this thing."

She jumped off her board when she made it to the bank; she heard a quickening beeping above her. She looked up and next thing she knew, Steve was flying out of the second story window and onto the car next to her. "Hey, Steve!" Spencer chirped helping the First Avenger off the dented car and on his feet. "You know, I really think the mask takes away from you beauty." Spencer commented lightly when she saw that his mask was off.

Steve shook his head at the small girl, "You are way too happy right now."

"I can really see how much you missed me, Cap." Spencer rolled her eyes.

Steve smiled. He was glad that she was fine enough to be joking around. He took note of the dried blood and the tears in her suit. Spencer took note and nudged her shoulder against Steve's, "I'm fine, Cap, I heal rapidly. Come on, let's go help whoever we can." Spencer looked up at Steve.

Steve nodded, ""Let's head back to the bridge."

Both Avengers began fighting their way back to the bridge. Spencer didn't know how her body was still functioning. She could her body _begging_ her to take a moment's rest but she knew she couldn't. Her feet protested angrily, her arms felt heavy with exhaustion, and her abilities were starting to weaken. She had never used her powers consecutively for hours without stopping. Her guns had long run out of ammo.

It didn't take long for Steve and Spencer to get on the bridge but instantly, they were hit with Chitauri. Spencer almost wanted to cry from how many there were. Steve grabbed her hand and gave it a squeeze of reassurance, "We can do this, Spence." Steve murmured as the enemy grew closer.

Spencer swallowed the thickness in her throat away before steeling herself. She summoned as much energy as she could and took a stance beside Captain America. The Chitauri grew near with weapons pointed right at them. Spencer's heart was racing now. She glanced up at the sky and prayed for her father to give her the strength she needed to win this battle.

"Ready?" Steve asked.

Spencer's doubts vanished and fierce expression overtook her face, "You bet your ass I am." She snarled before they both rushed forward. They worked in unison—as much as they could with being surrounded but they did it. Spencer was quick and lethal in taking them down and Steve was right there to finish them off for her. She ducked, spun, and attacked with all of the years of training and Steve fought with all of the emotions he had bottled up after so much time in the ice.

Just when they were about to be surrounded—backed into a corner, Thor came to the rescue once more. He yelled out mightily as his hammer released strong currents of lightning at the Chitauri. Spencer grabbed Steve's hand and casted a protective shield of energy around them as the cars around them exploded.

Her shield was weak—but it did the trick in protecting them.

With Thor's help, it was easier to bring down the remaining assholes but the victory was bittersweet because cut down five and ten more are already in line and wanting to fight. Spencer was out of energy. She had bled her powers dry for the moment being. She could no longer use them even with Thor's lightning nearby. If she did, she could cause her body internal harm.

She gritted her teeth as she tried to steady her breathing—but she was too tired. Her body was aching something terrible. How she was able to stand was beyond her. In her moment of hesitation, one of the Chitauri tried blasting her with their energy rifle. Steve quickly shoved her out of the way and took the blunt of the force right in the gut.

"Steve!" Spencer gasped falling on her knees beside him.

He was kneeled over panting in pain and exhaustion. Thor was swift to dodge anymore attacks and kick a car right into the large group of Chitauri giving them a much needed second to catch their breath.

Thor helped Steve onto his feet and Spencer followed, "You ready for another bout?" Thor asked gazing between America Man and Spencer daughter of Son of Coul.

"What?" Steve breathed and wiped some sweat off his dirty face, "You gettin' sleepy?"

Spencer giggled.

"I can close it! Can anybody hear me? I can _shut the portal down!"_ Nat's voice came through out intercom.

"Do it!" Steve replied instantly.

"No, wait!" Tony counters.

"Tony, these things are going to overpower us if we don't!" Spence hissed at him through the com.

"I got a nuke coming in," Spencer paled and threw Steve and Thor a wide-eyed look, "It's gonna blow in less than a minute. And I know _just_ where to put it."

"How could they authorize a nuke on us like that?" Spencer growled angrily.

"I don't know. We have so many civilians hiding out." Steve looked a bit fearful of this new information.

"Wait," Spencer said out loud before angrily telling Tony, "Tony, don't it. That's a one-way trip!"

Tony didn't respond and Spencer felt tears gather in the corner of her eyes as Tony blazed by them with the nuke in tow. He managed to deter the rocket off its course and steered it right up into the sky, and into the portal. Things became utterly still and silent as Stark flew through the portal with the nuke. Spencer watched with scared and baited breathe. There were no more explosions, no more screaming, no more screeching from the aliens…everything in the city became silent.

Tony vanishes from sight and Spencer's heart breaks. No, not again! Suddenly, all around them the Chitauri fall to the ground. Every single last one of them fall dead to the ground…even the giant whales. They were all gazing watching as the supernova began to grow and head right towards the portal.

There was _no sigh_ of Tony.

Tears fell down Spencer's face as her legs could no longer kept her up right. She collapsed on the ground with a broken cry, "Come on, Tony!"

She didn't see the glance that passed between Thor and Steve but she did hear Steve give the command, "Close it."

A sob escaped Spencer's lips as she cradled her face and whispered, "No, please, not again."

Spencer had lost her father and now Stark? She only knew him for a few days but damn it, it didn't make the pain decrease! It only made it worse! The sound of the skies crying out in anger echoed throughout the now silent city. Spencer didn't bother to look up. The pain in her heart growing until, "Son of a gun…" Steve whispered in shock.

Spencer opened her eyes and looked up. The portal just inches from closing when a red figure dropped down through the portal. "Tony!" Spencer jumped up on her feet despite their angry protest. But that was it…he was just falling. And falling. And falling.

"He's not slowing down." Spencer whispered calling out for her hoverboard instantly.

Thor was faster to react because he was swinging his hammer around about to fly up when suddenly freakin' Hulk comes out of nowhere, snags Tony out of the air, and crashes into the side of a building. Spencer felt a hysterical laugh beginning to build up in her throat as she watched Hulk slide down the side of the building with Tony in his arms. The Hulk hits the ground harshly; the earth shakes and quivers, as Hulk drops Tony down in front of Spencer, Steve, and Thor.

"Is he breathing?" Steve asked as Spencer hurriedly tries taking off his mask but fails.

Hulk gently pushes away her tiny hands with his massive green hands before ripping the mask off. Spencer's chest was heaving as she stared at Tony...he wasn't responding or waking up. She couldn't hear any breathing. Spencer leans her head against his heart but thanks to the suit, could not hear anything.

"No, damn it! Wake up!" Spencer shouted angrily slamming her tiny fist on top of his suit sending out a very powerful electrical current throughout his body. It jolted Tony awake. Tony let out a loud gasp as Hulk gave out a roar of joy and banged on his chest in victory. Tony wildly looks around, "What the hell?"

Steve and Thor looked at Tony with relief as Spencer laughed and hugged his chest. Tony awkwardly wrapped an arm around the small assassin, "What just happened?" He demanded breathing heavily before asking, "Please tell me nobody kissed me? Spencer, I have at least twenty or less years more then you this is highly inappropriate." Tony remarked sassily making the girl laugh with tears of joy in her eyes.

"We won." Steve breathed after a long beat.

Tony slumped against ground with Spencer still holding onto him, usually he'd recoil because he hated people touching him, but this was Spencer and he found it oddly comforting. She was so squishy and soft. "Alright, hey, alright, good job, guys," Tony cheered with a small laugh, "Let's just not come in tomorrow. Let's just take a day. Have you ever tried shawarma? There's a shawarma joint about two blocks from here. I don't know what it is, but I wanna try it."

Spencer couldn't help but to laugh. Even after this shit storm, Tony still managed to crack jokes. Thor spoke up, "We are not finished yet." Spencer glanced at Thor and saw him looking up at Stark Tower.

It was quiet for a moment, before, "And then shawarma after?"

"Did I miss the party?" Clint stumbled onto the bridge. Spencer had excitedly tackling him into a tight hug. "Oh, thank goodness you're okay!" She breathed in relief as Clint held onto the girl tightly.

"Um, yeah, can we get a lift, big guy?" Tony asked The Hulk who snorted indifferently.

It was then that Spencer's hoverboard appeared. "I have my ride." Spencer grinned as the Avengers made way up towards Stark's tower—or what remained of it. "You are going to pay a pretty penny for the damages." Spencer commented making Tony scowl at her.

Nat rushed towards Spencer and engulfed her into a tight hug before turning to look over Clint for any injuries. She only saw minors one—none that were serious. It was then that they found Loki crawling on the stairs in front of Tony's elevator like a piece of shit rag doll. His face was busted up with angry red gashes. His fancy clothes tattered and ripped. He takes a few breathers before sensing someone is behind him.

He turns and finds the Avengers staring at him, pissed. Clint in the front, kneeling down with an arrow pointed right at his eye. Tony on his left, then Hulk, then Steven, then Thor, then Nat with his stupid glow stick of Destiny, and then Spencer. Each one of them was looking ready to murder the God of Mischief.

Loki slowly moved to sit up straight, "If it's all the same to you…I'll have that drink now."

The Hulk snorts.

* * *

 ** _How was that? :D I was very excited to write this chapter! Ugh, I didn't want to do anything super crazy with Spencer. So, I just added Wade for some plot twist fun xD I know, I know he might not even been Deadpool when The Battle of New York happened but in my story, he is, okay? So, I want no shit on it! Anyway, for the next chapter-it will be short. Only because it will be the Shawarma scene XD It will probably be a page or two then I will cut it towards the end scene where they all meet up to watch Thor leave with Loki and the Tesseract. I am planning on adding a few extra scenes after that too. So, maybe about...a five or four page chapter-maybe six. We'll see._**

 ** _This is the end of Marvel's Avengers! We move onto a few episodes of Marvel's Agent's of Shield. Just one or two. Not a lot because I will be moving into Winter Solider as well, but, not fully into the movie just a few chapters. I haven't even seen the movie myself, tbh, LMFAO XD So, I'll see once I actually see the damn movie for myself. Still, I'm not entirely sure if (SPOILERS) I want Spence to be with Cap and Nat in Washington D.C when Hydra takes over or if I want her with her father when Hyrda takes over._**

 ** _Like, I said I will have to watch the Winter Solider before I can decided but I have some ideas on it. Also, next chapter will also verge off towards Nick showing Spencer that her father is indeed alive. So, that'll be a cute bit. I might do a short chapter after the next chapter for that though, I don't know. We will see._**

 ** _Anyway, enough of my rambles. I really hope you enjoyed this chapter! I know I did!_**

 ** _Until next time,_**

 ** _Vanessa c:_**

 ** _P.S Next story I am updating is my SAO FF_**


	13. E L E V E N

_**This wasn't as short as I said it was going to be. It made only nine pages on Word. I made it a bit longer. Anyway, I always have such a blast writing this story so, I might update again soon! The next few chapters might be on the shorter side since I decided to do some cute chapters between Spencer and the team! Just another chapter with some cuteness before we finally reveal to Spencer that fer father is alive. Which I'm eager as hell to write!**_

 _ **I really hope you enjoy and I apologize for any errors!**_

* * *

"Geez, look at her go." Tony remarked with awe.

Spencer gave him a sharp glance as she unattractively shoved food in her mouth. She would give massive props to the Shawarma owner for staying open after an alien invasion—Tony would leave a big tip. Outside, Loki was chained to a fire hydrant sulking like a sullen child. The God of Mischief was too drained to even attempt escape. Spencer spared the Asgardian a glance and saw him staring at the mess he created. She didn't know how many had died because of Loki. The damage he caused would take a very long time to clear.

Manhattan had a long road towards recovery.

Around the table, her team and friends ate with dead tired expressions. Steve was dozing off with his elbow propped up and the side of his face pressed into the palm of his hand. Thor was gobbling away like some deprived, starved animal. Tony was gawking at the way she ate. Bruce was simply content that someone managed to find him some clothes and was happily munching away. Nat and Clint sat on both her sides munching quietly. Clint going as far as propping his leg across Spencer's lap; both assassins had their chairs angled towards her.

In the background, Spencer heard the owners trying to make sense of their store's and city's destruction whilst watching the news. Beyond that, she could hear the sirens echoing throughout the quiet city. It was the aftermath of the war and it was anything but pretty.

"You know, I like a girl who can eat." Tony quipped.

Spencer growled at the older man and pointed her plastic knife at the billionaire, "Do _not_ make me kill you."

Tony held up his hands with a chuckle before shoving half of his sandwich into his mouth—getting some sauce in his moustache.

"So, what happens now?" Spencer asked quietly.

No one really spoke for a few seconds. Spencer picked at her juicy sandwich. She didn't know what to do next. Her home was in ashes, her father gone from this world, and her only purpose in this world had been completed. She glanced at the faces that she's come to care for in a short few days and felt her heart squeeze. Would they all go on their own ways acting as if nothing had happened or would they keep in touch?

Spencer ran a hand through her hair with a small frown.

"We go our own ways for a week or two unlike Fury tells us otherwise. We have to lay low for a few days. The media outlets are going to be focusing their attention onto us anyway. We don't want to be caught in their fury." Nat answered softly.

Spencer nodded softly in understanding. Originally, Spencer wanted to get away from the world and disappear off the grid but staring at her friend's faces…she felt like it wouldn't do her any justice. No matter how far she went, the pain of this journey would always have a weight on her shoulders. Thor would take Loki and the Tesseract and return to Asgard. Tony would most likely repair the damages to his tower. Bruce would seek comfort in the most crowded places on earth like he had been doing before SHIELD contacted him. Clint and Nat would go off the grid too. Clint would probably go back to the farm with Lauren and the kids for some much needed rest. The one person she wasn't sure what he'd do now was Steve.

Steve barely had a few months out of the ice. He had been staying in some dingy apartment in Brooklyn before Fury contacted him. He didn't have anyone—like Spencer did. They were both orphans because of the war—although different wars.

"Hey, Steve?" Spencer called out tentatively.

The star-spangled Captain looked at her sleepily, "Yeah, Spence?"

"I have a spare room in my apartment," She was sure her apartment had been relatively untouched by all of the chaos, "Why don't you come and move in? I can get you up to speed with all of our modern day amazements." She grinned tiredly.

Steve was rather surprised by her invitation but it didn't take him long to realize why she was offering. Spencer, like himself, was now an orphan. Fury would be too busy doing damage control to be able to properly mourn with the young assassin. The others in their team would probably go off and do their own thing. Spencer was lost—just like he was. It didn't take him long to answer, "Sounds like a plan, Spence." Steven smiled at his comrade—his friend.

Steve couldn't help but to smile a bit more at the grin that stretched across Spencer's dirtied face. It lit her face up in way that would have the cruelest man falling to his knees. Her adorable dimples were even showing. It was one of the first smiles Spencer had given that was incredibly bright since her father's passing. Steve felt a swell of pride in his chest knowing that he was the cause of that brilliant smile. He didn't want her to suffer alone—he had and he knew how horrible it felt not having anyone there. He did not want Spencer to feel that.

"Wow, slumber party? Are we invited?" Tony asked cocking his eyebrow upwards.

Spencer shot the man a playful glare but didn't stop the corner of her lips lifting upwards, "I think I can squeeze you all in my tiny apartment." She teased quietly.

"What of Loki?" Thor rumbled licking his fingers in a way that would probably have his mother scolding him.

"SHIELD has a headquarters here," Spencer answered, "We drop him off there until things calm down for you all to leave." She shrugged lightly.

"The Tesseract?" Prompted Bruce curiously.

"We keep it with us, of course." Spence answered.

"What is a _slumber party?_ I've never heard of such a party before." Thor questioned with furrowed eyebrows.

"We make a giant bed in her living, enjoy some movies, eat some junk food, and stay up late, big guy." Tony explained patting his thick forearm.

Thor still had confusion itched on his face, "What are movies again?"

"Moving pictures that last a couple of hours." Bruce mumbled through a mouthful of food.

Thor looked enlightened, "Ah, yes, this sounds enjoyable. I shall partake in this slumber party." Thor nodded thoughtfully.

"Well, we certainly have the time to do so before we get mobbed and accused for causing an alien invasion." Tony remarked sarcastically.

"You must be a real treat at parties." Nat scoffed with a small shake of her head.

Spencer smiled softly at her friends, thrilled that for the moment being she wouldn't be alone. She shoved some juicy meat in her mouth and was a bit happier with the way things would turn out tonight—because tomorrow things wouldn't be the same anymore.

 **_break_**

 _A few weeks later_

"Clint!" Spencer laughed throwing herself at her beloved blonde assassin. She hadn't seen any of her friends for a few weeks following the slumber party they had. Clint grinned widely as he caught the younger girl in his arm. Clint was wearing slim black pants, a green army jacket, and a red shirt underneath. His eyes were covered by thick sunglasses—his civilian clothing.

"There's my favorite killer!" Clint laughed spinning her small body around before planting her on the ground.

Nat was smiling fondly as the two interacted. She was wearing her civilian clothing as well—tight black jeans, a black shirt, and a yellow leather jacket. Spencer quickly hugged her Black Widow tightly. She had missed Nat so much over the course of these few weeks. She should've been used to not seeing her favored companion for long periods of times but after everything, she was just relieved that they were finally together—if only for a few minutes.

Steven and Clint greeted each other with smiles and grins. "Well, looks like we gathered the whole family." Tony walks up from his shiny, expensive car. Bruce was at his side. Ah, yes, Spencer had been surprised when she heard that Bruce would be taking up residence at Stark Tower to work with Tony on a few projects. Despite returning to their semi-normal lives, Tony and Bruce often visited—Bruce did so to get away from the annoyance that was Tony and Tony visited just to bug Spencer.

And because Tony had took a major liking to her fluffy guardian Cooper.

Tony was a big sweet-heart hidden underneath thousands of layers of asshole.

"You come over so often you might as well change the lease to your name." Spencer teased softly going to hug Bruce and Tony in greeting. Thor was standing by Erik bidding final goodbyes as Bruce carefully removed the Tesseract from its suitcase and into a glass tube.

Tony snorted, "Maybe I will."

Spencer rolled her eyes and caught Loki staring at her. The war criminal was muzzled and tightly handcuffed. The team had gathered in Central Park. There were SHIELD guards standing nearby and watching out for any suspicious suspects. It was a sunny day and despite the events that occurred a few weeks ago, things seemed to be returning to normal. The sun was out and about, the skies were bright with happy clouds, and people went on about their lives in bliss once again.

Spencer merely stared at Loki without any negative emotions. She should've hated him but didn't. She couldn't bring herself to when she stared at the miserable Prince. Loki blinked at her—his black, long lashes brushing against the top of his cheekbones for a moment before gazing at her with slight confusion.

Thor bid final goodbyes to the team, "I will return soon once I've brought peace across the nine realms," Thor spoke humbly in his resonating deep voice, "And when things have settled here on Earth." Spencer stepped forward and surprised the Prince with a tight hug. Her father always spoke so highly about Thor…whenever she would look at him or Steve she would be plagued by memories of her father.

The pain, of course, was still rather fresh in her heart. It had only been two weeks since her father had passed but the pain still felt as heavy as it did the minute her father gave his final breathe. Thor wrapped his thick arm around the small girl bringing her into his firm body. "I will especially come and visit you, Spencer." Thor mumbled—his voice muffled by her hair.

He had grown fond of Son of Coul's daughter. Just like the others, he had felt at fault for his death. Nothing could erase the guilt he felt in his heart seeing Phil die and Spencer's horror and sorrow. The memory would be seared into his mind for many, many years to come.

"I'll hold you out on that," Spencer grinned up at Thor, "I'll miss you breaking my coffee mugs, too." Thor had a bad habit of smashing her coffee mugs whenever he finished drinking his coffee. Apparently, he did that a lot when he first came to Earth.

Thor laughed and released the tiny assassin. Spencer glanced at Loki and looked back at Thor, "May I say something to him?" She asked taking everyone by surprise.

Her friends had instantly said sharp _No's._

But Spencer kept her eyes on Thor. Thor glanced at his friends taking in their stiff postures and the glares they gave towards Loki but saw no negative emotions in Spencer's blue hues. He looked at Loki silently asking what Spencer could possibly want to say to him—but his adopted brother shrugged clueless.

"Are you sure?" Thor questioned.

Spencer nodded firmly.

Thor resisted the urge to sigh and nodded. Spencer turned to Loki with gentle eyes and Loki simply stared at her as if she had lost her damn mind. She stood in front of him, wringing her hands for a few seconds, before saying, "I forgive you."

Loki's eyes widened.

Everyone else was left completely stunned. Spencer simply stared up at Loki. She had given it a lot of thought…she was never the type to hold a grudge or even hate someone truly. She knew his actions were just out of anger and spite. Although, she was left without her best friend and father, she forgave Loki because no one else would. Loki just seemed as lost as she was—in her opinion.

Loki quickly regained his composure and scoffed at her—though it was muffled by his muzzle. She smiled and stepped away from both Princes and took her spot between Steve and Clint. Thor handed Loki the glass tube containing the Tesseract—Loki took hold of one end with both his hands since they were handcuffed.

" _Why would you forgive a monster like me?"_ Loki's voice slithered in her head.

She wasn't surprised. She knew Loki had magical abilities'. She was hoping he would talk to her. Just as Thor bid a final farewell, Spencer answered back, _"You are no monster."_

Loki stared at her as Thor twisted his end of the tube immediately engulfing them in the Tesseract blue glow. Spencer held her hair in place as their outlines shone brightly before disappearing. She sighed, "Well, that was interesting." She commented grinning at her friends.

"Why would you forgive him?" Steve demanded looking a bit offended.

Spencer gave Steve a patient smile, "He's just as lost as you and I." She answered simply.

Steve wanted to be upset with her…but knew he had no place to say anything. It just showed _how_ kind Spencer was and what kind of special person she was. Steve sighed and wrapped an arm around her shoulders in support, "Should've at least punched him in the face." He muttered.

She giggled cutely.

"Well, I guess this is where we part ways again." Tony ran a hand through his thick hair.

"You say that but you'll be at my house fawning over my dog." Spencer scoffed.

Steve and Bruce stifled their snickers. Clint smirked, "Why not get yourself a dog, Stark?"

"I like _her_ dog only. Her dog is smart. Besides, I don't have the time to train and take care for an animal." Tony states indifferently before asking Spencer, "Can you send me a picture of those bones he likes? Your dog is _really_ picky, by the way."

Spencer threw her head back and laughed, "I raised him that way."

"You know, maybe I should buy him a better doggy bed, the one he has now is dingy looking." Tony remarked.

"You _bought_ him the one he has now." Steve pointed out with an eye roll. The others smirking and snickering.

Tony glared at Steve, "Shut it, old man."

"We should go get some Shawarma later." Spencer suggested excitedly. She had been craving Shawarma for a few days now. Steve's face lit up as did the others.

"I can definitely go for some of that." Bruce commented rubbing his stomach.

"What did Spencer get last time? I really want to try it." Clint muttered to Nat.

"She had to order another one since you practically ate it all." Nat rolled her eyes at her older counterpart.

Clint gave a pout, "She was eating the fries."

"Does not mean you eat her sandwich." Nat patiently said like a mother would to her child.

Clint just grumbled about Nat loving Spence more. Spencer just laughed looking up at the sky and hoped her father was watching. _"I love you, daddy."_ Spencer whispered in her mind. He would be happy that she had a misfit family to look after her while he was gone.

"We'll meet up tomorrow, okay? Come on, Spence, we're missing the marathon." Steve tugged at her arm.

"What marathon are you guys watching now?" Nat asked with a laugh.

" _Lord of the Rings."_ Spencer giddily said with a massive grin.

"That's a good one." Bruce nodded his approval.

"Yeah, I might come over and watch." Tony smirked using it as an excuse to come see Cooper again.

"Tomorrow at 9 A.M Spencer reminded her friends as they began to bid their goodbyes. Tony and Bruce got into Tony's sleek sports car. Nat kissed her cheek while Clint hugged her before getting into their matte black SHIELD car. Erik had already left since he had been late for his flight to London. Steve nudged Spencer to get going.

"We should stop and get more popcorn." Spencer followed Steve over to his Harley. She swung her leg over and got herself comfortable. She had been too lazy to drive her motorcycle her and wanted to save on gas, so, she just bunked with Steve. The two were incredibly close and anyone could tell—it made Clint a little jealous but the blonde would never admit that.

"We need to do some grocery shopping," Steve reminded her, "We ran out of grapes." It only made Spencer giggle. Steve _loved_ his grapes-the green ones.

Steve started his beautiful machine, kicked off the stand, and began the journey back on their side of the city. Spencer sat behind him enjoying the breeze and sunshine with a grin feeling a little more at ease knowing things could only look up from here.

 _Oh, if only she knew how_ _ **wrong**_ _was._

* * *

 ** _Alright, that officially marks the END of Marvel's The Avengers! Whew, all that in eleven chapters! Now, we drag a chapter or two before diving into a few episodes of Agents of SHIELD and then we'll go into Winter Solider-which won't be super long just a couple of chapters. Afterwards, we'll excitedly jump into Age of Ultron! Pietro HERE WE COME, BBY! :D_**

 ** _So, I hope you all enjoyed the chapter!_**

 ** _I will seen you all very soon!_**

 ** _Until next time,_**

 ** _Vanesssssa !_**


	14. T W E L V E

**_Welcome back to another chapter! This chapter is a filler with a surprise ending at the bottom. I wasn't going to add it until the next chapter but decided against it. I hope you all enjoy. It is kinda short-around eight or nine pages-but I'll hopefully update soon!_**

 ** _I apologize for any errors!_**

 ** _Please Enjoy!_**

* * *

"He wants us to move to Washington D.C?"

Spencer was sprawled out on the couch eating Steve's chips when the man himself came back from his run. Steve had been gone for hours and yet he looked as if he hadn't broken a sweat during his long run. Steve wore a tight fitting black _Nike_ shirt and matching running joggers, his hair was disheveled—a sign that he's running his hand though his hair; a nervous habit—, and his water bottle in his hand was still full.

Cooper barked happily at the sight of his favorite human—besides Spencer, of course—and jumped up from his perch beside his mistress to go greet the surprised Steve.

Spencer munched thoughtfully on a potato chip and nodded, "He doesn't want us here—for what reasons I cannot fathom but I am getting tired of the scene down here, and by that I mean Stark coming in whenever he fuckin' pleases just to play with my dog and eat our food." Steve couldn't help but to laugh lightly at the annoyed scowl on the young assassin's face.

Steve shut the door and locked it before moving towards the center of the room and sighed, "Why don't you get your own bag, Spence?" Steve complained playfully as he plopped down beside her and grabbed a handful of salty chips from the almost empty bag.

"I did," Spencer gave her best friend a sad, puppy look, "Then I ate it all." She says in an innocent, small voice.

Steve rolled his eyes, "You're becoming a bottomless pit, darlin', and how you aren't getting fat is beyond me." He teased with a small smirk.

Spencer waved him off, "I burn a lot of energy running errands for SHIELD, okay? It gets me hungry." Her playful sapphire eyes were on the T.V where one of her favorite shows was playing.

"Spence, you still work at the bakery." Steve threw his head back and laughed.

The young Avenger blushed and grumbled, "Nick doesn't want me out doing missions as much anymore—he's scared to even let me run around in New York alone." Her voice had gotten a bit smaller and quivered slightly. Steve automatically reached out to grasp her tiny, warm hand into his large one—the usual he did to comfort his beloved friend.

"You know he's only paranoid something will happen to you—he can't afford to lose you too." Steve spoke in a gentle voice.

Spencer's heart constricted in a painful manner but she gave a soft nod and offered Steve a small smile, "I'm sorry," She said softly, "You would think after two months…it would get easier—" She shook her head and remained quiet.

Steve pulled her into his body and gave her a tight, bear hug—he knew those always comforted her most whenever she spoke about her father, "It will never go away," Steve spoke bluntly, "The pain will always be there…but with time…it'll grow bearable." Of course, he was speaking from experience.

Spencer mumbled, "I shouldn't be sniveling like some child…you've lost more people then I and yet…" She shook her head and buried her face into the crook where his shoulder and neck connected—trying to bury herself away from the world.

"I've lost people, yes, but I didn't lose my father the way you did, Spencer, but always remember that I'll be here whenever you need me and I know you'll be there when I need you." Steve whispered quietly holding onto her small body. Cooper had begun whimpering in the background seeing his mistress in distress.

One of the many reasons why Steve and Spencer were so close was because they were so much alike—yet very different, but over the course of two months they had bonded in way that would have them joined at the hip. Steve could confide in Spencer and knew she'd never judge him or give away his darkest secrets and fears. Spencer knew that Steve would take her secrets to his grave and listen to her most pointless babbles without care. They were both orphans of a war—the experience bonded them more then it should've.

Neither cared much about it. Tony had always pointed out their close and still growing relationship—it was easy to tell that Tony was a bit jealous—but neither assassin nor superhero gave a care. It was a bond that Steve had with only one other person—Bucky.

Cooper suddenly bolted his spot at Steve's feet, his ears perked, and his eyes intently on the front door. The large beast whined quietly. Spencer groaned knowing very well who was about to come through the door—the front door was kicked opened by none other then Tony Stark.

"Morning, kids, I brought Shawarma." Tony smirked once he saw how close Steve and Spencer were, "I guess I came at the right time. Shawarma is great therapy food—hey there, buddy, did you miss me?" Tony greeted Cooper with merriment and cooed at the happy animal, "Don't worry I am currently working out custody options with your abusive owner." He assured the dog.

Banner appeared a few seconds later as Spencer climbed off of Steve's lap to help Tony set up the food and the table, "Bruce," Spencer beamed happily as the older man walked up to her. She drew her arms around the doctor in welcome, "Nice of you to join us. Tony's been keeping you busy, eh?" She smiled happily as Bruce gently took the plates from her and began to set the table while Tony had focused his attention onto Cooper.

"You wouldn't believe," Bruce sighed softly, "We're actually helping Fury design better turbo systems for the hellicarriers and jets back at the Triskeleton." He advised surprising Spencer.

"Really? Wow, that's an honor, let me guess, and Tony basically piled the shit onto you?" Bruce laughed heartily knowing Tony was pining Spencer with a deadly glare.

"Hey, watch it before I take my food away." Tony playfully threatened going over to the assassin and wrapped her into a tight hug before lifting her into the air—something Tony knew she hated.

"Tony!" Spencer complained as she tried wiggling out of his grasp.

"Come on, Pikachu, I haven't seen your face in two days and this is the welcome I get? Bruce got a hug!" Tony snuggled the squirming girl.

Spencer grumbled, "You need to get laid by Pepper."

"I do, but that's not the point." Tony snorted letting her go.

"Did Fury tell you he's relocating us?" Steve stood up and helped sort out the food. Most of the food was labeled; so it was easy to tell what belonged to whom; Tony had made it a thing that he would bring Shawarma over at least once a week and the four of them would eat together like a family—occasionally Nat would join whenever she was in town. Clint rarely dropped in. In fact, she hadn't seen her beloved bird since after Thor left last month.

Tony froze and Bruce didn't looked too surprised, "I was wondering when his nerves would finally get to him." Bruce commented quietly before shoving some cheesy fries into his mouth.

Tony looked outraged, "He's taking _my_ Pikachu away from me?" He demanded hotly looking offended.

"Your?" Spencer cocked her eyebrow.

"And _my_ dog?" Tony added with wide eyes.

"Here we go." Steve muttered under his breath before shoveling food into his mouth.

"Who does he think he is?" Tony scoffed slumping down in his chair.

"My godfather?" Spencer offered with an eye roll as she munched on her sandwich before slipping some shredded meat to her furry companion.

"Like that matters," Tony waved her off before dramatically going on, "I'm going to have a little chat with Fury. He can't do this—he's tearing this family apart." Tony slurped his soda earning an elbow in the ribs from Spencer.

"Tony, manners." The assassin gave the playboy a firm glare.

Tony grumbled but complied as he quietly drank his soda, "Hey, I got you that new flavor of boba," Tony perked up, "Blueberry."

Spencer brightened up and eagerly drank her new flavor of boba smoothie, "I love Diao-chan and her amazing boba skills." Spencer groaned in content.

"So, how long will you two be out here for?" Bruce asked picking at his sandwich clean from any onions—he really didn't like those. Tony always added onions just to see if he could piss Bruce off. Spencer thought it would be funny seeing Bruce lose his shit over onions in his sandwich.

Steve didn't share in their twisted humor.

"Fury said in a couple of months-maybe a year from now." Spencer said after taking some heavy gulps of her delicious drink.

"Well, at least it's not right away…" Tony trailed off with a small frown, "Don't know why he's paranoid. You're safe here within the city. I mean, we're only thirty minutes away." Tony grumbled looking a bit sullen.

"D.C is only four hours away by car," Spencer tried cheering her friend up, "Faster if you come in your jet and besides the both of you frequent trips to D.C." Spencer didn't like seeing her annoying friend so sullen.

"That's not the point," Tony groaned, "There probably not even a shawarma joint down there!"

"You could bring me some then." Spencer compromised.

"Come on, Tony," Steve spoke up draping his arm around the back of Spencer's chair, "It won't be that bad."

Tony glared at the first superhero, "You don't get to say that because you're going with her. How am I supposed to see Cooper? Or sneak in and eat your leftovers?" He demanded waving an arm in the air.

"So dramatic." Bruce murmured under his breathe.

"There's no budging Nick on this, trust me, I tried. I didn't want to leave either but if it'll give Nick some piece of mind then I'll suck it up." Spencer gave a small shrug.

"I guess there's no fighting it." Tony relented a bit, "I'm going to have Jarvis look up some Shawarma joints—if not I'm opening one up in D.C."

"I am definitely going to miss the Shawarma…especially Diao's boba smoothies." Spencer sighed a bit sadly.

"Well, can I keep your dog?" Tony questioned with a grin.

Spencer gave her friend a flat ass look, "No fuckin' way, Stark."

 **_break_**

"Hey, can I buy you a drink?" A brown-haired drunk man stumbled up to Spencer—for the fifth time in a row.

Spencer resisted the urge to roll her eyes, "No, thank you." She politely declined again.

The man frowned at her, "What's with the stuck up attitude, bitch?" He sneered swaying on his cheap knock off Michael Kors shoes.

Tony had managed to pursue Spencer and Steve to join him to go bar hopping. Why Tony wanted to do such a boring, civilian thing was beyond Spencer; but she had nothing better to do since Steve was still getting over the ending of _The Hobbit._ He wasn't over the deaths of Thorin, Kili, and Fili even though it had been an entire week since they saw _Battle of Five Armies._

Tony was showing off to a group of fans. Bruce was playing pool—and winning a ton of cash. Steve…where had her best friend wander off too?

Spencer zoned her attention back onto the drunken man in front of her and responded softly, "No stuck up attitude," Her sharp eyes searched for her close friend and did not see him at all, "I don't buy drinks from strangers." She took a small sip of her soda—drinking was something she didn't do. She never liked the taste of alcohol; she could stomach it pretty good enough but she couldn't stand the taste.

Holding her liquor was something she was taught to do as an assassin—something her father and godfather didn't agree on.

"Name's Randy," The man whispered leaning a bit too close to her, "See? Now we're not strangers." He slurred with what Spencer assumed was a _seductive_ smile.

"Still strangers, sweetie, now if you excuse me," Spencer made an attempt to get up from her seat from the bar to go look for her missing friend. Perhaps bringing him to a bar was a bad idea. She knew bars were a touchy place for the first avenger.

The man gripped her upper forearm and was suddenly up in her face, "You think you're too good for me honey, huh? Is that why you playing hard to get?" He snapped—his words were almost incoherent due to his drunken state.

Spencer wasn't startled or scared—she's faced worse then a drunken man. "I'm giving you five seconds to let go before I make you sober." She spoke in a soft voice but bothering to sound threatening—either way the fool would do what he wanted.

The man scoffed lazily but before he could remark…Someone had spun him around and shoved him on his drunken ass, "I leave you alone for five minutes and this happens, doll?" Steve remarked with a bemused frown.

Spencer eyed her friend carefully as the drunken man, Randy, stumbled onto his feet and faced Steve. "And who the _fuck_ are you?" Randy demanded sizing Steve up; Spencer could see the man's eyes grow big from actually seeing how much bigger Steve was then he was.

Steve glared at the drunk with slight venom and caught Spencer off guard when he said, "Her boyfriend."

Two words and Randy was scurrying away with his tail between his legs. Spencer laughed, "If I knew that's all it takes to send him away I would've done it the first time he offered me a drink!" She snorted shaking her head with a goofy grin.

Steve had never felt his blood boil before. Seeing some drunken male with his hands on Spencer made Steve see red. He knew the assassin could handle herself but damn it, it didn't lessen his protectiveness towards her. Steve would proudly admit that Spencer was all he had; he cared for her as if she were his own blood so, seeing some disgusting male disrespecting her was out of the question.

Despite all that had happened to Spencer, she was still innocent—something he admired about her and would ward off every guy with _dark_ thoughts towards her until she found the right man for her. Although, Steve was sure no guy would ever be right for Spencer.

Steve huffed, "This is why I didn't want you to come to the bar."

Spencer tentatively touched his bicep in a smoothing manner, "Well, I've had my fun. Wanna bounce? We could go get some ice cream—I think I saw one two blocks from here." Spencer gave an innocent grin.

Steve managed to loosen up a bit and nodded, "Sure thing, doll."

Spencer brightened up and went to stand up when something— _someone_ caught her eye. Then she felt her whole body freeze, her mouth slack down, and her heart had stopped beating. Steve was immediately alerted by her sudden expression but before Steve could turn around to see what had spooked Spencer—she was bolting out the door.

"Spencer!" Steve's voice resonated through the crowd as he was quick to follow her.

The name had alerted both Tony and Bruce—who shared worried glances before quickly following the First Avenger and Pikachu.

Spencer rushed outside, her eyes whipping around to find the man she had seen. There was no way…she must've imagined it. Her heart was pounding inside her rib cage, her mind was reeling with panic, and her body felt weak from the shock she had received. She shook her head, "I'm going crazy." She whispered rubbing her temples.

"Spencer, what the hell is going on?" Steve caught up to her looking extremely worried.

Spencer remained silent—something didn't feel right. She was staring to their left before staring to her right before her eyes caught movement. A car was speeding out from the parking lot behind the bar that came through the side alley—aSHIELD car. For a moment, Spencer didn't know what to do. She must've imagined it…there was _no way_ but a part of her… _knew._

Without thinking, she ran into the street—in front of the speeding car.

She heard her name being shouted, brakes dragging across the blacktop, and rubber squealing. She didn't close her eyes…She stared into the driver's side with watery eyes. Her heart beating was rapidly with sorrow and pain. The car skidded to a halt barely half an inch away from her body.

"Spencer, what the _fuck!"_ Steve shouted with his heart pounding in his hears.

"Spencer Rose Coulson!" Tony seethed. His stomach had dropped—something he hadn't felt in a while.

Her friends rushed to her side trying to gain her attention, to make sure she was okay, but her eyes were on the driver's side of the black sedan. Her chest heaved as she struggled to hold back her tears. The electricity in her body was coming out in small, harmless waves. "Spence…?" Steve reached out to her but received no response.

It was silent.

No one spoke—confused on what was happening and what had compelled Spencer to do such a reckless thing. Spencer tried to calm her body but it wasn't working. She knew.

 _She knew._

"Is this all I get?" Spencer's voice cracked with mixed anger and grief.

Steve, Tony, and Bruce all glanced at each other unsure what was going on and who Spencer was talking to. Spencer was shaking—from anger or grief she couldn't tell. She slammed her hand harshly on the hood—creating a large dent—the electrical shock that she sent instantly turned the car off, "Say something, damn it! How can you just sit there!?" She cried with tears streaming down her pretty face.

"Spencer…" Tony tried but was rendered silent when the driver's side door propped open.

Spencer's heart was increasing in speed, the pain in her heart being overshadowed by anger, and her eyes blurry from her warm tears.

The driver got out of the car—"Holy…" Tony whispered in totally shock.

A sob escaped her pale lips, "Dad."

Phil Coulson stared at her with tears in his eyes too, "Spencer." His voice shook with grief and joy. His body ached to bring his daughter into his embrace. Fury had ordered him to stay away from her until he was sure that Phil was a hundred percent recovered…but Phil couldn't. He couldn't go on with the thought that his baby girl thought he was dead…and suffering.

He knew Fury would be furious but Phil couldn't bring himself to care. He hadn't planned on Spencer catching him outside the bar—but she did. He should've gone the other way…he should've known she would've jumped in front of the car to stop him—but he found himself not caring.

His heart gave painful tugs seeing his daughter so…distraught.

Her eyes were overflowing with tears, her breathing was heavy, and her heavy felt like it was being ripped in two but in the moment she told herself…" _This is real…he's real…he's alive…breathing...alive."_

She launched herself into her father's arms and sobbed. The sudden event being too much for her body…a few moments after Phil had embraced his daughter he felt her go limp and her sobs ceasing. He swiftly swept her into his arms and stared down at her damp, red face. "Don't worry, baby girl, I got you." He whispered softly pressing his lips to her forehead knowing he would receive hell once she woke up.

* * *

 _ **Alright, there we go. Phil is back and in the flesh! Honestly, this wasn't planned. I had a whole different route when I started this chapter but somehow it turned out like this, haha. I don't plan chapters out-sometimes, but in this case this was just straight from my mind and onto the screen. So, next chapter will have lots of feels. I'm kind debating if I want Spencer joining Agents of SHIELD. I started watching Winter Solider so, we'll see once I finish watching it.**_

 _ **Anyway, I hope you enjoyed the chapter!**_

 _ **Until next time,**_

 _ **Vanessa!**_


	15. T H I R T E E N

**_Welcome back to another chapter! I have some news but I'll wait until the end of the chapter to address you about it. This chapter is kinda fuzzy with feels. Some father-daughter fluff, some steve-spencer fluff, and Nick Fury about to lose his shit XD Not much to say but!_**

 ** _Sorry for any errors_**

 ** _and_**

 ** _Enjoy!_**

* * *

"She's going to kill you." Tony remarked smartly—sounding a bit too smug.

There was a long sigh, "I know, Tony." That was her father.

"Should I record this? I feel like I should record this." Tony continued.

"Tony, can you shut up?" Steve groaned.

Spencer muttered, "Can you guys shut the _fuck_ up." She turned onto her side—away from them and towards the wall as she bunched up the covers tightly to her body. Her father was alive, fuck, she never thought she'd be thinking those words, but here she was…here _he_ was. She should've been angry with him but how could she? She thought he was dead for the last two months. She didn't think she'd _ever_ see her father alive again…She wanted to be angry, of course, but she couldn't conjure the emotion up.

"Language, Spencer." Her father was probably frowning at her.

She propped one eye open and glanced over her shoulder at him. Yeah, he was frowning at her. She mumbled sleepily, "Tony's annoying. You know he's been stealing our food for weeks and trying to adopt Cooper."

Phil couldn't be angry with her—there was no way. Spencer did very little to anger him. Watching her act as if his death had never happened made him incredibly happy. Of course, she'd want answers…and although Phil didn't have most of them, he would answer her questions happily. He was just glad that she no longer thought he was dead. Or throwing knives at him—on the rare occasion that Spencer _did_ get angry with him, she had a tendency to throw sharp objects. Lana used to do the same too—only with spoons and forks.

"Perhaps you should move further away from him then." Phil answered with a small grin watching his lazy daughter sit up. Cooper was perking up and joining her on the bed giving out happy whimpers. Spencer mumbled a small greeting to her furry friend and stroked his ears.

"He'll keep coming over." She yawned rubbing at her eyes.

"You're seriously not going to kick his ass?" Tony complained, finally speaking up. He had stayed because he was _so sure_ that Spencer would start flinging her stupid knives around or at the very _least_ pumping out those electrical pulses of hers!

"Tony, she just found that her father isn't dead." Bruce deadpanned with a frown. Bruce didn't see why Tony was so _eager_ to see an angry Spencer—Bruce certainly didn't want to witness anything like that. He knew how strong the little girl could be and definitely did not want to be in the vicinity when it happened.

Steve was just happy that Spencer had her father back. How? Well, Steve obviously didn't know but he'd find out later whenever Agent Coulson was ready to tell his tale. To Steve, this meant no more nightmares for Spencer…no more crying in the middle of night when she thought he was asleep…no more avoiding certain places or things because they reminded her of her father. Steve was happy that finally Spencer would receive some peace and joy with her old man back.

"I just want answers." Tony mumbled sounding like a sullen child.

"We all do," Spencer said with a clearer voice, "But I have the patience unlike you." She shot Tony a smirk.

"Pikachu, I swear I will eat the leftover ice cream from the other night if you don't stop this abuse!" Tony stood up pointing at her, "This is why I'm taking Cooper away from you!" The light-furred wolf-dog perked his head upon hearing his name but kept his place next to his mistress.

"Cooper doesn't even love you." Spencer informed.

Tony gasped, putting his hand to his heart, "How _dare_ you! Cooper loves—"

"He only likes you because you bring him toys and treats." Spencer finished his sentence with a bigger smirk.

Tony huffs, "You raised a savage, Phil!"

Phil was smiling—too happy to care. Spencer lazily got up and stumbled into her father's lap. "Oh gross father-daughter moment." Tony gagged almost ruining the moment. Spencer hugged her dad tightly. His warmth was the same, his arms were the same, and he even smelt the same. Spencer felt tears prick the side of her eyes but she managed to keep them at bay.

"I'm taking a picture—" Spencer immediately shot his phone out of his hand with an electrical dagger.

Tony gaped at her, "That was a very _expensive_ phone, Spencer Rose Coulson!" He fumed at her giving her a dirty look.

Spencer glanced at him smugly before snuggling into her father, "You're a billionaire, buy yourself another one." She said—her voice coming out muffled.

Steve was snickering while Bruce smiled. They were used to the Tony-Spencer banter by now. "Does Fury know you're here, Phil?" Steve asked rubbing his jaw.

"I wouldn't be surprised," Phil sighed quietly, "He's been keeping me at the HQ in town under my request but he's been pushing me to transfer over to the Triskeleton for days. They want to make sure I'm fully rested up before sending me out for missions again."

"Are you sure you're ready to be sent out into the field so soon?" Spencer questioned looking up at him with a frown. She didn't want to lose him again.

Phil knew she was worried, hell, he feared the same as she did. He didn't want to die again…and leave her _again,_ but this was his job…and hers as well. "Not yet. Fury said I'll have to be trained and assessed before he decides—said it could be a year until he deems me fit." Phil assured her softly.

Spencer nodded feeling a bit better and mumbled, "If I had it my way, I'd send your ass to retirement early."

It made her men laugh at her sulkiness.

Bruce and Tony had to leave. Pepper came by to drop in some groceries since Tony kept eating whatever Spencer had in her fridge and pantry, and let's just say that Tony was supposed to be in a _super_ important meeting—not wrestling with Cooper on the floor over a chew toy.

So, the beautiful Pepper Potts dragged Tony out by his ear with Bruce following after them. Of course, Pepper freaked when she saw Phil but after getting over the shock and staying for some tea, she finally left with her annoying playboy billionaire.

"So, Fury did tell me that Steve moved in with you," Phil was watching Steve pick out a new series to watch from the kitchen, "As a father, I can't say I agree with a man moving into your apartment with my permission but since this is _Steve,_ I have to say I'm a bit relieved you have something to take care of you when I'm not around."

Phil was watching his daughter tidy up around her apartment. It had been a few days since she last cleaned and was mortified when Pepper came by to see the apartment so messy—although the willowy Potts assured Spencer that Tony's apartment was worse.

"You only say that because he's your favorite superhero," Spencer deadpanned with a grin as she dusted one of her book shelves, "Had this been another guy, you'd kick his ass." Steve chuckled and Phil grinned.

"You bet your ass I would, but I'll still have a talk with Steve just to keep him in line." Phil stated seriously.

Steve's baby blue eyes widen, "In line for what?" Steve questioned nervously.

"Dad," Spencer gave her father a sharp look, "Steve's like a puppy."

"I like puppies." Steve mumbled going back to pick a movie to watch.

"He's a good-looking man." Phil added.

"And? May I remind you that Steve's, like, ninety years old?" Spencer reminded going to sweep the floors, "Dad, Steve doesn't need the talk. Don't make him uncomfortable." Spencer whined.

"He probably has raging hormones." Phil added making Steve snap his head towards him and _blush._

"S-Sir,"

"Dad!" Spencer shrieked, mortified.

"With all due respect, I-I don't think you have to worry about anything like that. I see Spencer as a little sister a-and I do not have _raging hormones."_ Steve sputtered shooting Spencer a scared glance.

Phil eyed Steve and bluntly pointed out, "I believe you but I'd still like to have a word with you." Phil quietly stated.

"About?" Spencer was about to start sweeping but Steve came up to her, chosen movie in hand, and traded the movie for the broom. "Thank you, Steve." Spencer beamed up at her cherished friend glancing down to see what series they were going to binge watch. _Star Wars._ "Finally watching these, eh?" Spencer chuckled going over to the T.V stand.

"Well, I figured it was time," Steve chuckled softly, "You said you hadn't even watched them yet, right?"

"Star wars sucked—especially the first one. It's such shit." Phil scoffed knowing his daughter wouldn't like it already.

"Yeah?" Spencer tilted her head, "I know they said you had to watch them in a certain order and didn't have to watch the first one since it was such crap, but I don't know, I'd like to give it a try." Spencer gave a small shrug.

"You should've picked something like _Game of Thrones."_ Phil piped up.

"We already watched all the seasons, remember?" Spencer hinted putting in the fourth movie in the series.

"Steve hasn't."

"I don't think Steve's ready for it." Spencer muttered knowing all the nudity would definitely make him uncomfortable. Underneath all the manliness was still awkward Steve Rogers.

"Ready for what?" Steve questioned sweeping in the kitchen.

"Incest and nudity." Phil and Spencer said in unison.

"I heard that series was really good along with _The Walking Dead—_ that's the one I was going to pick first but I figures since you said you hadn't seen Star Wars then we could watch that first." Spencer smiled at her friend adoring how selfless he could be.

"We have plenty of time," Spencer gave a small grin, "We're stuck in his apartment until Fury decides to move us and _that_ won't be for another couple of months—maybe a year." Spencer waltzed over to close the curtains to darken the apartment.

"He'll probably move you once all my training is cleared up and I'm ready to go out in the field." Phil walked over into the kitchen to make some popcorn.

"I'm surprised he hasn't busted down my door looking for you—"

 _Bam!_

"What did I say _not_ to do, Phil fuckin' Coulson?" Speak of the devil and he shall appear.

"Dude, my door." Spencer complained as Cooper rushed up to the chocolate man.

"Fuck your door," Fury growled slamming it shut, "What I want to know is why you disobeyed _my_ orders!" Fury stormed up to her father. Steve continued sweeping. Spencer watched with amusement. Phil didn't look like he had a care in the world.

"Technically I didn't." Phil sassed.

"Excuse me?" Nick demanded.

"She saw me and jumped in front of my car." Phil explained.

"You jumped in front of a moving car?!" Fury exploded turning his _fury_ onto her.

"I did." Spencer admitted with a shrug.

"She was at a bar—"

"You were at a _bar?!"_ Fury looked like he was about to have a heart attack.

"With Tony—"

"With that idiot?!" Fury repeated as if he couldn't believe it.

"Bruce—"

"Why is Bruce in a fucking bar?"

"Steve was kicking some drunk's ass that put his hands on Spencer—"

" _Someone_ put their hands on you?!"

"Steve looked like he was about to commit murder." Phil added.

" _Stop!"_ Fury snapped rubbing his temples looking like he was attempting his best to keep a leveled head, "Okay, I'm going to forget everything you just said and ask a basic question," He looked up at my dad, "How did she see you?"

"Through the bar's window." Phil answered pouring some tea and handing it to Fury—who gladly took it.

"And why did you jump in front of a moving car?" Fury glared at her.

"Did you honestly think I was just going to let him go?" Spencer shot at him hotly.

Fury dragged out a sigh, "I guess you didn't _directly_ disobey my orders, but god damn it, Phil. You could've watched her from your car? Or surveillance cameras inside the damn bar?"

Phil mumbled, "There's no fun in that."

"Jesus," Fury slumped into one of the chairs at the dining table, "Look, I hope you're not angry with me from keeping him away from you, Spencer."

Spencer shook her head, "I don't care. I know you always have the best intentions when it comes to my father or me or anyone else. I don't care how or when or what—all I _care_ about is that my father is _alive_ and breathing. All the questions can wait but right now, I'm too damn happy to care about anything else." The assassin gave a small shrug.

"I'm surprised you aren't mad." Fury cocked his eyebrow.

"My father's alive," Spencer flinched slightly, "When I thought he was dead, the pain in my heart was the same when I watched him die…a part of _me_ died with him but now, that he's _here_ drinking tea with you with Steve sweeping…I…I can never bring myself to be mad with him or you." Spencer gazed at her father and godfather with evident fondness and glassy eyes.

"You brought back my dad, Nick, and I can _never_ repay you for that. I don't have to live my life with that pain in my heart anymore. I don't have to avoid our favorite hang out spots anymore, I don't have to have Steve sleep with me because of the nightmares or when I'm crying in the middle of the night. I don't have to…I don't have to _live_ without my dad."

Fury's previous agitated expression softened in way that awed Steve. Phil looked a little glassy-eyed now. Spencer shuffled towards her father and hugged him tightly, "We're a family again, and how can I _ever_ be mad at that?" She murmured breathing in her father's familiar scent.

For a few hours, Fury stayed and caught Phil up with the events that happened after his death. Fury hadn't told him before because he didn't want to stress him out—but keeping a father away from his daughter had been the thing stressing him out the most. Spencer and Steve were huddled on the couch, eating popcorn, and watching _Star Wars: A New Hope._

"Has she been out on the field yet?" Phil questioned.

Nick shook his head, "No, neither has Steve."

"Why?"

"I'm keeping them close, for the moment, until the right moment." Nick explained vaguely.

Phil watched his daughter with fondness. She had a blanket wrapped around both her and Steve, sharing a bowl of popcorn, leaning against Steve's shoulder. Her eyes were shimmering—they weren't dull anymore like he had seen at the bar, sure, she had been laughing or smiling but it hadn't been genuine. Fury had told him how badly his death affected Spencer…how she reacted…how she fought…and the aftermath. Fury hadn't known about the nightmares or the midnight crying sessions until recently.

Both men were content though. Fury had thought he lost his closest friend and almost his goddaughter. He was simply glad to enjoy sitting with the man and having some tea while watching over Spencer.

Spencer's world was stitched back together now and it was easy to see how happy she was again. Fury guessed the Captain, Stark, and Banner had a part to play in keeping her sane—Captain Steve had a bigger impact and for that Fury was grateful for.

Everything, for the moment, was back to normal.

"So, what's this Shawarma crap I keep seeing in your fridge?" Phil questioned after the movie.

Fury had stepped out to make a few calls.

Steve was putting in the next movie, "After the battle, Tony said he wanted to try some joint a few blocks away—said we deserved some grub after the fight, so, we went and now it's kinda our thing. It's pretty good, you'd like it old man. Tony usually brings some once a week." Spencer explained before her eyes lit up, "Wanna go eat some?" She scrambled off the couch.

Phil watched with amusement as Spencer stared up at him with child-like eyes. Memories of when she was younger hit him hard. He couldn't count the times Spencer stared up at him like she was now. Even when she had just been born…she'd stare up at him as if her world revolved around him. Phil stared at his daughter and was reminded of Lana. His heart sputtered torn between grief and joy.

He hugged Spencer.

She was surprised but hugged him back without a second thought.

Spencer had her father back.

Phil had his daughter back.

What else could they ask for?

 **_break_**

"Do you have to go?" Spencer questioned for the millionth time.

"Spencer, he's not a hundred percent recovered." Fury patiently reminded.

"But…he can recover here." Spencer mumbled wringing the bottom of her shirt.

"I can't take the chances of something going wrong, Spence; I need him under trust-worthy and professional eyes." Fury kissed her forehead.

Spencer pouted but brightened up, "But he'll be able to come over, right?" She questioned almost sounding like a child.

Fury knew he wouldn't be able to say no to his goddaughter. She always managed to hook him in with those damned eyes, "Yes," Fury said with a sigh, "But he can't be running around the city. People think he's dead and I intend to keep it that way." Fury stated firmly.

Spencer nodded rapidly, "Got it!"

"And no more bars, understood?" Nick added gruffly.

"Tony thought it would be fun." Spencer defended.

"He's an idiot." Fury grumbled bidding goodbye to Spencer.

Phil hugged his daughter as Fury began to head downstairs, "I'll come by tomorrow, okay? Fury's going to get me a secured line so; you can call me whenever you want." Phil mumbled pressing a tender kiss against the crown of her head.

"Okay, he better. I want to stay updated at all times, okay?" Spencer demanded—a part of her didn't want her dad to leave but she knew he had too. She wasn't sure why Fury was so paranoid about his health but she knew to trust her godfather.

"I love you, honey." Phil gave her a strong hug.

"I love you too, dad." She whispered enjoying the warmth she thought she lost.

"Steve, take care of my daughter." Phil called into the apartment.

The First Avenger was making a make-shift bed on the floor seeing as they were going to stay up late watching movies again. Steve jogged up to the door, "Don't worry, sir, I will." Steve and Phil clasped hands.

"Oh, I almost forgot," Phil smirked, "Can you still sign my trading cards?" He asked making Spencer laugh, "There's still slight foxing around the edges and almost covered in my blood but I think you can still sign it."

Steve shook his head with a small laugh—not getting his crude humor but going with it, "Sure, sir."

"Don't stay up too late, guys." Phil gave a final wave before disappearing down the hall.

Spencer felt her heart whine. Steve wrapped an arm around her small shoulders in comfort, "Don't worry, he'll be back tomorrow." He assured the tiny assassin.

Spencer shuts the door with a heavy sigh, "Alright, movie night back on." She states going over to their secret junk food drawer—they started hiding their junk food since Tony kept demolishing it all—only to find the heavenly drawer _empty_ and with a note from _Tony._ Spencer snarled under her breath in agitation. "That bastard!"

Her eyes flipped over the small, yellow post it and read out loud:

 _Next time you shouldn't hide your dog treats with you junk food._

Steve was laughing while Spencer was thinking of ways to end the annoying life that was Tony _fucking_ Stark. Steve waltzed over to the front door, slipped on his running shoes, and grabbed the keys to his bike, "We makin' a run then, doll?" Steve questioned already knowing the answer. Seeing Spencer so annoyed was adorable to see, Steve would admit.

Thankfully, he had never been on the receiving end of a angry Spencer Coulson.

Spencer groaned going to tie her hair up into a messy bun, "Yeah, let's go."

Steve shook his head as she walked up to him, "Not in that outfit," He deadpanned turning her around gently and nudging her towards her room, "Go and change. I don't want any perverts eye ballin' you."

Spencer smiled softly, flattered that Steve cared that much about her. She almost forgot about how murderous he looked last night when _Randy_ put his hand on her. Despite how short Steve had been in her life, Spencer couldn't imagine a life without Steve—and sadly Tony and Bruce too.

"You got it, big brother." Spencer giggled marching towards her room to change into some sweats and a shirt she had stolen from Steve a few weeks ago.

Steve was whistling quietly as he fed Cooper for the night and looked up. His mouth dropped, "I've been looking everywhere for that shirt, Spencer!" He groaned trying to fight the smile making its way up to his lips.

Spencer batted her eyes innocently at him but her lips were stretched into a smirk, "It's not yours anymore, big brother." She stated tugging on her sneakers.

Steve grumbled, "I like that shirt, it's soft."

"You know I have a thing for soft shirts." Spencer sang as Steve locked their front door.

"That doesn't mean you raid my closet!" Steve laughed shaking his head.

"I didn't _raid_ your closet!" Spencer defended herself, "I was doing laundry and I came across it and…I borrowed it." She mumbled with rosy cheeks.

Steve just laughed and shook his head, "You are something else, doll."

* * *

 _ **Okay, first thing. I kinda forgot that Winter Solider happens TWO years after the Battle of New York. So, I went back and edited the last chapter. Spencer and Steve won't be moving to D.C in two weeks but in a couple of months to a year. As for Spencer actually being with Steve in Winter Solider or being with her father and his team when HYDRA emerges...I've decided to take a different route. Spencer will be in Winter Solider but only for the middle-slash-end. I won't have her in the beginning-I'll have her else where.**_

 _ **It's a bit complicated having her with her father since there's so many new characters to introduce from Agents of SHIELD. So, I've decided not to have Spencer in that show-but those characters will pop up occasionally throughout my story. For the next few chapter, I am going to introduce some other Marvel faces. I have a separate story plot for Spencer I want to throw in so, we'll see how that goes. Um, all in all, for the moment we'll probably be pretty chill-nothing too major going on until Spencer and Steve move to D.C**_

 _ **So, thoughts on this chapter?**_

 _ **Until next time,**_

 _ **Vanessa!**_


	16. F O U R T E E N

**_Hey, sorry for the long wait! I've been super busy working but I finally got this chapter done! It's a bit long-an apology for the long wait. I don't have a lot to say so, I'll talk to ya'll at the bottom :)_**

 ** _Sorry for any errors!_**

 ** _Please, enjoy!_**

* * *

"You want us to come with you to California?"

Spencer stared at her billionaire friend with raised eyebrows. Steve, bless his beautiful soul, was washing the dishes. It was becoming frequent for Tony to stay the night—either Steve or Spencer questioned it but they had a good idea why the annoying playboy was choosing to bunk with them as of late. Bruce was taking a mini vacation and heading back to see some of his patients back in India for a few weeks. Pepper was on the other side of the country making sure Tony's business didn't run itself into the ground.

Dinner had just ended. Her father had left not even ten minutes before Tony called for a family meeting. Now, Spencer was staring at her friend with concerned and surprised eyes. Cooper was happily at her side.

Spencer pursued her lips, "Why?" She tilted her head to the side.

Tony sighed rubbing his growing bread, "You mentioned never going there before—"

"I _have_ been there before." Spencer corrected.

Tony threw her an exasperated look, "For missions involving killing people," He responds sassily before continuing on, "You haven't actually _been_ and _seen_ California for fun. Come on, think about it. I'll get you into Disneyland—you're always watching those lame Disney movies with Steve, heck, I bet Steve hasn't even been to Disneyland yet. Come on, it'll be fun." He was really pushing this, wasn't he? But why? Why did Tony want her and Steve to tag along with him to California?

Did their presence smooth away the nightmares that plagued him at night? Spencer watched Tony and carefully looked at the growing bags under his eyes, the ragged look from not trimming that unruly bread, and he was loosing some weight which was surprising since the idiot ate everywhere in her apartment. Perhaps remaining in New York was a bad idea. Obviously, the nightmares of the battle still tormented the poor playboy.

Not that he would ever admit it.

The offer did tempt Spencer though. She never had the time to go to Disneyland. Tony knew by the gleam in Spencer's cerulean blue eyes that he had her hooked. Persuading Spencer was quite an easy task for him to achieve. His only concern was the old man washing the dishes. Tony knew that if Steve didn't like the idea then Spence would back out and refuse to go. Those two were joined at the freakin' hip.

"How long would we be staying over there?" Spencer murmured tucking a few loose strands of hair behind her ear.

Tony smirked largely, "A month or two? I just think a change of scenery is needed, don't you?" He asked hoping that _both_ of them would agree and come with him to California. He didn't know if it was Steve or Spencer that helped me relax enough to sleep—it was the nightmares that kept him awake but somehow, Spencer and Steve always managed to calm him down from his frets. Steve would have some warmed tea ready on stand-by and Spencer would always place his head in her lap and run her fingers through his hair and hum some bad pop song. Tony was sure that if it wasn't for Spencer or Steve that he would've lost his damn sanity a long time ago.

It only seemed harder since Pepper was working 24/7 always on a plane going _somewhere._

"What do you think, Steve?" Spencer looked over her shoulder to her best friend.

The First Avenger finished his last dish, wiped his hands on a hand-towel, and turned around to get a better look at Spencer and Tony. Spencer allowed a small smile to grace her soft features watching her closest friend lean against the counter of their island. Steve shrugged gently, "Never been in California," He answered quietly but it was easy to see that he was nervous about the idea of leaving New York so soon, "I mean, I've been all over the world but not on the other side of the country." He says with a thoughtful expression.

"California is beautiful." Tony perks up, "There's so much to see and do, I mean, come on. I'm giving you guys a free vacation here!"

Spencer felt her lip twitch up into a grin. Tony looked _really_ eager and excited at his offer—the more he thought and talked about it the more excited he got. It was amusing to Spencer. Tony would never admit it but he was lonely—it was easy for her to tell. For the last couple of months he's had someone with him to annoy and bother but know that Pepper was across the country and Bruce across the _world,_ well, it was easy to see why he was here and why he was offering a free vacation.

Spencer wasn't one to refuse. She was eager to take Steve on an adventure—one that didn't have killer aliens, HYDRA agents, or anything he was used to. They both wanted a simple adventure with laughter and fun. Disneyland seemed like the place to do it. Steve did have a fondness for her collection of Disney movies.

"I'm in," Spencer smiles earning a loud whoop from the billionaire playboy, "What do you say, Steve?" Iron Man and Shockwave look excitedly at Captain America who had a poker face on. It seemed he was thinking about it but all three knew what the old man's answer would be.

Steve grinned and nodded, "I'm in."

Spencer and Tony cheered in jubilance. "Okay, okay," Tony said grinning widely, "Um, we'll leave tomorrow morning. I'll get the private jet ready, um, what else? Oh, I guess we should runt his by your old man but I think we could tell him once we're in California, right? You guys should get packing, like, right now. I say we leave around mid afternoon? That way we can catch some lunch at our favorite joint. We'll get there in a few hours, so, it'll be late by the time we get there but that's okay, right?"

While Tony was busy rambling about their plans, Steve and Spencer were eating popcorn and watching another movie. Tony fished his phone out of his pocket and left saying, "I'm going to organize everything. I'll have someone pick your luggage around twelve that way we can grab something to eat before leaving. I'm going to call Pep to tell her the news. She's going to be happy—" Tony slammed the door shut as he left.

Spencer giggled, "How long do you think it'll take him to notice that he's shirtless and only wearing shorts?" She asked her dear friend.

Steve lazily smiled, not drawing his eyes from the captivating screen of their plasma, and answered with a shrug, "I say once he gets to the lobby, you?"

"I say when he gets outside and realizes that it's raining." Spencer laughed stuffing her face with buttery popcorn.

Steve snorted and bumped his shoulder against hers, "We gotta pack if we're leaving tomorrow and you have to tell your dad about our trip." He informs with a cheeky smile.

Spencer pouted cutely but nods, "I suppose you are right," She pursues her lips before pausing their movie and changing the input to their cable, "Watch some poorly made MTV shows while I call my dad." She hurriedly jumps off the couch and ungracefully jumps over their couch—the one that Tony was sleeping on earlier.

She stumbled but stuck her landing earning a laugh from Steve, "Real smooth, Shockwave." He remarks with a snicker.

"Shut up, Captain America or we'll have to fight and it'll turn into a war." Spencer jokes grabbing her phone from the counter and calling her daddy.

"Hey, baby girl." Her father answered on the third ring.

Spencer felt her insides melt at the sound of his voice, "Hey, dad." She says giddily—her body was _buzzing_ with excitement, "I have some exciting news!"

"Yeah?" He remarked sounding like he was in a crowded area—probably NY SHIELD HQ—" This wouldn't have anything to do with going to California with Tony, would it? He was pestering Nick about it earlier."

Nothing could get by her father or her godfather.

"You put two and two together, huh?" Spencer laughed shaking her head. In the background, she heard her front door slam open and Tony shouting about how it was raining and he was shirtless.

"Well, it was easy," Phil chuckled amused, "Tony was informing Nick about his departure and added that you and Steve might be coming. Nick didn't seem to keen on the idea of the two of you heading across country but I thought it would be a good experience for the both of you. Steve hasn't seen the beauty of California yet and neither have you not since your early training days at SHIELD. Besides, a change of scenery might be good." Phil rambled on a bit but stopped to catch his breathe.

"I'm glad you think so. Tony's been weird lately. He doesn't seem to be getting any sleep. You saw how he looked earlier, right?" Spencer voiced her concerns as she grabbed a suitcase from the back of her bottomless pit of a closet.

Phil hummed in agreement after a pause, "Yeah, I've noticed. It must be the effects of the battle that are finally catching up with him."

Spencer frowned lightly and sighed, "I figured or it might be his reactor that's been acting up." She says lowly as she hears Tony beginning to bicker with Steve—a normal occurrence between the two whenever she wasn't around. She rolled her eyes at the sound of banter as she began to pack casually.

"Either or, just keep an eye on him, okay?" Phil advised.

She nodded, "You know I will." She says confidently.

Phil chuckled, "When are you all leaving?"

"Tomorrow in the afternoon. Tony really doesn't want to wait." Spencer giggled with an eye roll. Tony Stark wasn't known for his patience.

Her dad laughed, "That's for sure. I'll be sure to call before you leave, okay? I know Nick isn't going to be happy about this but he'll have to live with it. Things, at the moment, are relatively calm and who knows how long that will last."

"With our luck," Spencer muttered as Cooper trotted into her room, "Danger will come knocking soon."

Her dad gave a humorless chuckle, "I'm sure of it."

Spencer chatted with her father about any updates on his health—any signs of sickness of illness but everything seemed to be going well for her father. After that, they hung up and Spencer continued to pack and at that point, Tony had left after putting on his shirt. Steve was content with watching one of MTV's bad shows every so often making a comment loud enough for her to hear.

Once Spencer was done, she joined her friend to continue watching their movie when someone knocked on their door. Spencer huffed, "I just sat down." She swiftly jumped on her feet as Steve casted a worried glance in her direction.

"Expecting any visitors?" He asked sounding on edge.

Cooper was staring at the door with alerted eyes and ears but didn't immediately respond. Cooper had his senses honed which meant if anyone with bad intentions came to the door, he'd know. Whoever was knocking was probably a neighbor or some random stranger asking for honey or milk.

"No," Spencer answered breezily, "And relax, it's probably Ms. Norris dropping off another meatloaf." Her neighbor was such a darling and always dropped off meals since she always made too much for her large family. Neither she nor Steve was complaining though. Ms. Norris's food was _amazing_ and it excused Spencer from cooking!

She unlocked the door and opened it and was surprised to see an old friend. "April?" Spencer tilted her head confused on why the young girl was here.

April looked breathless, "Hey, Spence, what's up?"

Spencer leaned forward and gave a whiff and scrunched her face up, "You smell like shit, April."

April laughed and hurriedly said, "I have a problem."

Spencer blinked at her friend, "Does this problem involve turtles?" Spencer asked already knowing where this was headed.

April bit her lip as she batted her pretty blue eyes at me, "Yes."

Spencer sighed loudly, "You know I hate when they do this."

April pouted, "And _you_ know that I can't make the pizza the way they want it. I've been putting them off for quite some time but you know how they get. I had to get _you know who_ to stop them when they started planning on coming over." She says in a hushed voice—her eyes flickering over Spencer's shoulder before widening, "Is that _Captain America?"_

Spencer nodded, "Yeah, we're living together now." She gives a light shrug.

"He's hot."

Spencer didn't have to look at Steve to know he was blushing. She rolled her eyes, "Yes, April, I know but we're not here because of him."

April stops her drooling and looks back at Spence, "They just want pizza, Spence. They haven't seen you in a while and they're getting restless—especially Raphael." April grins goofily and shoots her a wink.

Spencer playfully pushed April's shoulder with a laugh, "Alright, I'll make a few pizzas and I'll be over in two hours but I'm not sleeping over. I'm going on a trip tomorrow."

April perked up, "A trip? Cool—Shit, I gotta go!" Her phone had began to ring, "I totally forgot I was having lunch with Casey, shit, okay, so we'll talk about this—" April gestures wildly, "Later tonight. Love ya!" April places a sloppy kiss on Spencer's cheek before strutting off to answer her phone.

Spence giggles and shakes her head, "Same old, April O'Neil." As she closes the door and rejoins Steve on the couch, "That was an old friend of mine," She explained knowing Steve was curious about the girl, "We met through mutual friends and been good friends since."

Steve chuckled, "I forgot that you had actually _had_ friends other then the team and agents."

Spencer gasped and poked his sides making him laugh, "That was so mean! I have friends that are unaware of the drama that is our life, Steve Rogers. Well, she knows what I'm capable of but that's probably it." Spence giggles leaving about the most important detail of her relationship with April.

Steve chuckles, "Probably for the best. Don't' want your good friend to get involved in our craziness." Steve states oblivious to the irony of his words.

"Yeah," Spencer tried to keep her giggles down, "Definitely don't want that."

"So, you making pizza tonight?"

Spencer smirks, "Yeaaah, our mutual friends are kinda obsessed with this certain pizza that I make. I haven't seen them in a while—I'm surprised they've gone this long without bombarding my house yet but I'm going to make a few pizzas for them and go over to April's for a bit. You think you and cooper can hold the fort down for a few hours?" It was weird leaving Steve on his own. Like previously stated, Steve and she were joined at the hip but Spence couldn't let Steve know about the teenage mutant turtles roaming the sewers of New York.

She knew Steve would probably freak out.

Besides, she promised Master Splinter not to tell _anyone._

"I'll make an extra pie for the both of us," Spencer piped up excitedly, "It's really good." She adds puffing her chest out proudly.

Steve watched her with evident amusement and shook his head with a small laugh, "You do know this means going for _another_ run. We just went last night." He pointed out. He had joked about going to the local grocery store so much that they should just live there. The owners already knew them from how often they visited.

Spencer spared her friend a playful glare, "We always go food shopping," She rolls her eyes, "But I guess you're right. I don't have any ingredients to make pizza. Captain, are you ready for your newest mission?" Spence questioned seriously.

Steve smirked, "You bet your ass I am."

 **_break_**

"Alright, so, I'll only be gone for an hour, at most two." Spencer was scrambling around the kitchen trying to make sure she had everything ready. Cooper and Steve were sitting on the couch watching her get ready to leave. Cooper had his huge head tilted to the side while Steve watched her with an amused smile.

"You act like this is your first time leaving me on my own." Steve chuckles.

Spencer paused her rapid scrambling to glance at him dryly, "This _is_ the first time I'm leaving you alone." She points out obviously.

Steve chuckles softly, "I can handle a few hours on my own, Spencer, and I've been alone before." He says while stroking Cooper's muzzle—the giant beast whined happily at the attention.

"I just," Spencer huffed out a large breathe, "It feels weird going somewhere without you." She makes a funny face.

Steve laughed, "I'm glad I'm not the only one then!" He states with a twinkle in his blue eyes, "It does feel weird, doesn't it? After being joined at the hip for four months, it's only natural to feel that. I'm not to pry but…I can tell whoever your meetings with April are pretty important if you can't even tell me who they are." Steve states with a knowing look.

Spencer laughs lightly and shook her head, "I should've known you would have noticed," She hummed lightly piling up the pizza poxes on top of each other, "I promised someone that I wouldn't tell _anyone_ who these friends are. April knows them but only because she saved their lives once. I know them by sheer chance. I wish I could tell you but I promised." She gave a light shrug knowing her dear friend would believe and understand her.

Steve looked at her gently, "You don't have to tell me, Spence. I know you. I trust in your decisions. I understand you can't tell me but just be careful, okay? If you trust these people then I'll trust them enough to keep you safe." Steve says quietly with a light blush spread across his cheeks as he stood up to help her take down the five pile pizza box tower.

Spencer grinned and walked over to hug Steve, "You're the best, Steve Rogers. What would I ever do without you?" She giggles as Steve kissed her forehead.

"Go insane." Steve remarks wittily.

She couldn't help but to laugh, "So, you have jokes now?" She was glad Steve was getting the hang of the whole sarcasm thing.

"I learned from the best." Steve says playfully.

Spencer giggled before whistling to her giant furry beast, "Come here, baby." She cooed beckoning him towards her.

Cooper perked his ears and went to her side immediately. Spencer helped Steve not drop her hard work all over the elevator until they reached the lobby. Spencer waved to the lobby girl who gave a wave back. Cooper wolfishly trotted behind them—an alpha thing her companion did often. If someone were to come up and attack her, Cooper would be one step behind and ready to counter back.

Outside waiting was a black SHIELD car. Spencer couldn't exactly take five pizza boxes onto her bike and then make the forty minute drive to April's without the pizza getting cold. The turtles would definitely throw a bitch fit at cold pizza. Steve loaded them up as Cooper dutifully kept an eye out for any funny business.

"What if Tony comes over? What do I tell him? You know the moment he realizes you've gone out on your own, he's going to try to track you down." Steve huffed with an eye roll as he buckled in the precious cargo.

Spencer laughed lightly, "He's probably too busy making plans for tomorrow, Steve, but if he does…just tell him I'm off catching up with an old friend. I'm sure he wouldn't freak out." But Steve and Spencer knew their annoying Stark very well. Tony would never admit it but he had a tendency to be over-protective and over-react whenever it involved Spencer.

"If I tell him that, he'll insist on checking up on you," Steve leaned against the car with a knowing look, "He's very protective about you." He adds with a small grin.

Spencer groaned, "Just…just make something up, okay?" Before shaking her head, "Actually, I'll probably be back way before he even gets here. He literally just left!" She gets into the car and straps herself in. Steve and Cooper both poke their heads through the window once she lowered it. She giggled at the adorable sight. Steve smiled.

But it was easy for Spencer to see the concern in his eyes, "You don't like the idea of me going somewhere on my own, do you?" Spencer chuckled lightly with a knowing smirk.

Steve laughed heartily knowing he had been caught, "I don't _but_ I know you are more then capable of handling yourself, Spence. It's only natural for me to worry about the people I care about it." He gives a light shrug.

Spencer gave him a beaming smile, "I'll be back in a few hours, okay? I'll make sure to shoot you a text every hour to update you on my location, just to ease your worries." She reassures him gaining a smile from her best friend.

"That would put my mind at ease." He admits a bit shyly.

She giggled and ruffled Cooper's head before rubbing the spot behind his ears earning a dragged out whine from the beast, "Be a good boy and keep Steve safe, okay?" She sternly tells her companion.

Cooper dips his big head with a small whine before Steve flicked his fingers over the wolf-dog's ears signaling that they were taking their leave. Cooper gave his owner one last sloppy kiss before backing down and taking his side next to Steve. Spencer turned the car on, blew a kiss to her best friends, and started the short journey around the corner in the alleyway. She may have lied about meeting up with April at her place but Steve didn't need to know that, right?

Spencer drove around the block, parked among the other civilian cars, and jumped out knowing it would only be a matter of time before her friends showed up. Spencer made sure the pizzas were safely on the hood of her car. She checked her phone to look at the time—she was calculating what time she should text Steve to let him know she had _arrived_ at April's place.

She cocked her head to the side when she heard the _almost_ silent sounds of padded footsteps. One set of padded steps coming faster then the other three sets. She smirked and turned around right as the padded steps fell behind her, "Raphael." She said calmly meeting the emerald green hues of a giant, mutant teenage turtle dressed in a ninja-like fashion.

The teenager turtle looked surprised that he had been caught and shyly avoided eye contact—if turtles could blush, Raphael would be blushing right now. Spencer smirked a bit bigger. "Uh, you heard me?" He mutters—his voice had grown deeper and gruffer.

"She has advanced senses, you know." Donatello's lighter voice piped up as he gracefully landed on Spencer's left side. "I am a bit disappointed that you heard us, Spencer. I thought we were getting better." Donatello blinked his reddish brown eyes at her before smiling and embracing her into a hug, "I'm glad we finally caught you, Spencer."

Spencer beamed and hugged the ninja turtle back cheerfully, "I missed you guys!—"

"Aw, yeah, make way for Michelangelo!" Mikey's child-like voice came from above before the rough sound of something hitting the ground echoed through the alleyway. "Ouch, Leo, dude d-did you push me?!" Mikey cried out.

Spencer could see the smaller outline of Mikey on the ground a few feet away and laughed as she jogged over to him, "You okay, brave one?" Spencer giggled.

Mikey's wide eyes locked onto hers, "Spencey!" Mikey cried throwing his arms around her and bringing her tightly to his hard shelled chest.

"Oomph!"

"Mikey, let her go before you crush her." Leonardo smacked the back of Mikey's head.

"Ow, man, let me hug my girl!" Mikey whined letting Spence go slowly.

"I thought April was your girl?" Donatello questioned fixing his glasses.

"Man, not anymore," Mikey complained in a grumble, "Ever since she started dating that loser, Casey, she's been ignoring me." Spencer giggled seeing the cute pout on his face.

"I thought Raph had dibs on Spencer?" Donatello added with a sly smirk.

"W-W-What?" Raphael sputtered, "That's not true, Spencer. I would never call dibs on you." He quickly asserts.

Spencer cocked her eyebrow enjoying watching the usually aloof Raphael squirm.

"Not like that!" Raphael blurted out, "I mean, you're a beautiful girl but—stop laughing!" He snapped at his younger brother's.

"Good to see you, Spencer." Leonardo engulfed her in a brotherly hug.

"Sorry I've been kinda M.I.A," Spencer blushed lightly, "Been kinda busy, ya know?"

"Fighting aliens!" Mikey looked at her in awe.

"You know, we were tempted to go out and help but, you know how Master Splinter is." Donatello muttered.

"I'm glad he talked some sense into you four," Spencer placed her hands on her hips, "I thought we put an end to the super-hero thing. Remember what happened last time?" She quipped like a mother scolding her children.

"We apologized for that mess." Leonardo reminded patiently but squirmed under her fiery gaze.

"We did, we even bought you a huge meat lover's pizza." Mikey added in like an adorable child.

Spencer laughed softly and shook her head, "I missed you guys." She murmured honestly.

"You brought the pizza!" Mikey yelled happily.

Spencer laughed and rolled her eyes; happy to see her friends again. Deep down, she was a bit homesick. It was a bit lame but it was true. It was weird being away from Steve and Cooper or being anywhere without the two. But for now, she was content being surrounded by familiar faces. She wouldn't see them for a few months until she came back from California and even then, Fury might move her to D.C by then.

She shook the thoughts away and turned her attention onto the four brothers who were bickering over the pizza boxes, "Hey, save one for your father!" She ordered with a fond smile.

* * *

 _ **OKAY! So, I decided (Obviously) that Spencer and Steve will be with Tony when IM3 happens, although I'm not sure what roles I want them to take in the movie or how I'm going to add them in but I'll figure it out! IM3 will probably be two or three chapters-maybe even less depending on how I take things. Um, yeah. I hope this chapter was to your liking I added in some familiar faces. I might update a short chapter on Spencer's visit to the Turtle's domain-maybe if I feel like it.**_

 _ **I'm actually excited to send Spencer and Steve to California together! I have so many cute ideas for my lovely cinnamon rolls :)**_

 _ **Anyway, I hoped you enjoyed this chapter. I do apologize if it seemed choppy.**_

 _ **Until next time,**_

 ** _Vanessa c:_**


	17. F I F T E E N

"When can we go to Disneyland?" Spencer whined with a soft pout as she crossed her arms over her chest in the back seat of Tony's shiny Rover.

Steve had sneakily called shotgun last night and it left a grumpy Spencer in the backseat. Tony had surprisingly offered to drive them around California. It was different then Spencer imagined. It wasn't as hip and lively as she should-perhaps it was because she had only seen the area surrounding the airport and the freeway but from what she can see, California had a lot of smog. New York had a fair amount of smog but California definitely took the smog cake.

"You can go in a few days, Pikachu," Tony answered somehow managing the patience to calm down the eager assassin, "We have to get you two settled in. I have a few things to catch up on in my office so you two will be hanging out with Happy."

"We're adults, Tony, we can go out and venture on our own. Besides, didn't Pepper bump him up to head of security at the tower?" Spencer asked running her fingers through Cooper's freshly groomed fur. The properly restrained wolf-dog whined excitedly and nudged his head against her hand enjoying the show of affection

"Damn, I forgot," Tony sighed with annoyance, "I just don't want you two running around unsupervised. You two do know that you're both famous, right?" Tony glanced at Steve, who shrugged like it wasn't news to him, and then he glanced over at Spence through the rear view mirror.

Spencer pursued her lips at the sudden reminder, "People refer to us as _City Destroyers."_

Steve shook his head and Tony groaned, "That was one Korean lady, Spence."

Spencer didn't care about what her fellow Americans had to say about her or her friends. What she did care about was the fact that her face was now well-known around the world. It wasn't good news for her to hear. If random strangers knew her name, those who worked for HYRDA knew she was alive and where she was at all times, and that scared her.

Steve and Tony weren't blind or stupid. Well, Tony was a little bit stupid _but_ he knew Spencer was afraid that with her sudden fame would come those who tortured her in a small cell like some animal. Tony knew how Spencer felt-perhaps not entirely but he understood some of what she went through and her fears. Phil and Fury had demanded that Stark up his security even more than usual. Fury going as far as sending in secret agents to shadow Spencer.

Tony wasn't sure if Spencer knew of the shadows Fury sent with her but she was _safe_ with them. Steve was with her and so was he. He'd be damned if he let some bad assholes try to take her away.

"Besides," Spencer broke out of her quick pause, "Steve and I can handle the fans and the haters. It isn't new to us." Back in New York it was a normal occurrence to have fans rush up and gush over them. Spencer found it extremely odd but played along not wanting to crush any dreams. "Why don't you run your errands and let us off leash for a day?" Spencer fidgeted in her spot eager to get her California Adventure going. She wasn't sure where she and Steve would do first but they'd figure it out.

Tony pursued his lips knowing the two wouldn't _fully_ be alone, "Fine, you got me but I get to keep the dog for the day." He bargained grinning.

Steve scoffed, "Of course."

Spencer wasn't sure if Tony's infatuation with her beloved canine should be a concern but if it would ease Tony's nerves having Cooper around then it was okay with her. She hoped while here that Tony would get the fresh-smog air he needs and rest too. The bags under his eyes were growing more prominent with each sleepless night and no matter how many times Tony jokingly brushed it off, it was obvious to Steve and Spencer what was _really_ going on.

But they decided to play coy for now.

"Fine," Spencer chuckled as Cooper whined happily, "But you gotta go by him his favorite dog food."

"I thought I told you to pack it?" Steve asked turning around to stare at her playfully.

Spencer grinned widely, "I forgot."

Tony groaned, "I am not feeding him that processed poison! I should invest in making _real_ dog food! You know what? I'm gonna research that. I am going to make Cooper the best damn dog food he's ever tasted!" Tony declared looking way too pleased with himself.

"Dude, Cooper licked your nasty ass feet and liked it. He likes _everything."_ Spencer deadpanned making Steve laugh loudly.

Tony glared at Steve and then turned his attention back on the road, "I'm still going to do it. Can you imagine how good it'll sell? _Tony Stark Dog Food!_ I'd make a fortune." Tony said looking like the idea was growing and growing in his head.

"What about pricing? People can't afford expensive ass dog food." Spencer added as she gazed at the cars passing by.

"I won't sell it for a lot of money. I'll sell it relatively cheap. It'll be a good side hobby, maybe I'll invest in cool dog toys and shit." Tony continued on.

"Go for it," Spencer smiled liking how excited Tony was getting. It gave him a break from his suits and whatever worries he was currently stressing over. "I think it'll be cool. It is something different and it isn't expected of you." Spencer began taking sneaky pictures of Tony stuffing his face with pistachios and Steve trying out a new game on his phone.

Tony seemed to beam at her encouragement, "Thanks, Pikachu, watch by the end of tonight I'll have some dog food ready for your dog to try out!" He says proudly.

"What if you accidentally kill Cooper with your dog food?" Steve questioned killing Tony's joy.

Tony glared at Steve, "You know what, old man? I'm tired of your shit!"

Steve rolled his eyes, "I'm just pointing it out."

"I wouldn't feed Cooper something that would kill him!" Tony snapped grumpily.

"Kids, chill out." Spencer drawled as she _Googled_ what fun things to do in California aside from the fun amusement parks. Tony apparently wanted to come along which would be weird since Tony can't go _anywhere_ without getting mobbed.

The drive wasn't that great-Tony's road rage seem to come out more on the freeways of California. It was rather amusing and Spence recorded them for later blackmail use. Tony's home was in famous _Malibu_ and it sat perched on the _very edge_ of a cliff overlooking the ocean. Spencer found it odd that the City didn't see any safety issues with the house being on the edge of a cliff. She also found the house's architecture weird. What was up with these oddly shaped houses? And the lot was so huge.

Well, it was Tony Stark.

"What if the San Andreas fault hits? Your house would plop right into the ocean." Spencer absentmindedly stated as Steve, being the gentlemen he was, hauled her suitcases into Tony's fancy cliff house. She could feel Tony's glare on her tiny form and she resisted the urge to smirk.

"Your concern for my house is touching, Pikachu." was Tony's only remark.

Spencer let it go knowing the poor man was probably tired from the drive. She let Cooper off and he stuck by her side dutifully while Steve and Tony moved the suitcases inside. Of course the inside was sleek and beautiful. Spencer was a bit awed by the amazing view of the ocean coming in from the living area. The entire place was open and airy and styled beautifully. She pursued her lips, "I see _one_ of the benefits of having your house on the edge of the cliff."

"This house was built by me," Tony cockily stated but had a small frown on his face, "It's completely safe."

Spencer smiled at him as she moved closer to the large windows overlooking the ocean, "I don't doubt you, playboy." She says softly and watches as Tony's tired face eases up some.

Steve was looking around with an impressed look on his face, "This is different than our dark dungeon, Spence." Humor was lacing his comforting voice. It caused Spencer to grin widely and laugh.

"Totally."

Tony showed them their rooms and left them to settle in. Tony would be downstairs in his workshop with Cooper while Spencer and Steve took showers and changed. Spencer felt eager to start her adventure but she felt tired. The flight did take a lot out of her. She took her shower quickly and dressed in denim jeans, a simple white shirt, and some vans before venturing back into the living room and then searching for Tony's playroom.

She followed the winding staircase and found him. He had safety goggles on and Spencer laughed when she saw that Cooper had some on as well. She snapped a quick picture as Jarvis suddenly spoke for the first time, "Sir, I believe you have a guest."

Tony looked up from whatever he was doing and smirked, "Let her in. Grant her permanent access to this room and Steve too, since I'm feeling kind." Tony ordered slipping off his goggles and going to take Cooper's goggles off too.

The glass doors opened and Spencer stepped into Tony's play room. In the back wall proudly stood his Iron Man Suits-to the first one he made to the one used in the battle of New York. Tony was surrounded by random parts and his work stations were on the messy side. Cooper was sitting on a comfy high chair.

Spencer took note of a robotic arm in the corner sweeping with a _Dunce_ cap on the top of his head. Oh, this was the _Dummy_ Stark kept talking about. "You abusive owner." Spencer shook her head and walked over the sweeping robot. It paused and looked in her direction.

Tony frowned, "What? He's been a bad robot!" He defended as Spencer took off the Dunce cap. The robot gave a series of beeps and boops looking like he visibly cheered up. "No, don't encourage him! He's been bad!" Tony groaned watching his robot with disdain.

Spencer shot him a glare, "Stop being a bully. If you wanted, you would fix him already so he wouldn't be bad. Obviously, you like the way he is." She retorted then smirking when Tony remained silent.

He shut his mouth and grumpily turned back to whatever he was working on with Cooper. Cooper jumped down from his perch and greeted his owner happily. Spencer bent down to coo at her favorite dog. "Who's my favorite pup in the world?" Cooper barked indicating that _he_ was her favorite pup in the world and Spencer melted and hugged her furry friend tightly.

"He still loves me more."

Spencer sighed and glared at Tony but smiled, "Don't get your hopes up, Stark."

"Is there a reason why you're invading my personal space?" Tony grumbled even though he liked her soothing presence.

Spencer shrugged going over to stare at his Iron Man suits, "Just wanted to see where the magic happened." She said sounding as innocent as possible.

Tony snorts and muttered lowly, "You're in the wrong room then."

Spencer shot him a disgusted glance and Tony's face turned a soft red color when he remembered that she had advanced hearing, "Gross." Spence mumbled lowly going to ignore his last remark. Tony quickly averted his attention onto his...whatever he was working on. Cooper, being the loyal canine, trotted beside her. It was silent for a few minutes as Tony quickly drown himself in his new thingy and Spencer was content with gazing about with wonder.

It wasn't long until Steve was swiftly making his way downstairs looking squeaky clean in some cargo shorts and a light colored shirt. "Hey, so, I was going through my suitcase-" Steve began as he pushed his way into Tony's lab, "I packed the VCR player." Spencer suddenly gasped with excitement as his words triggered her memory.

"And I packed the movies! I totally forgot we were going to rewatch all the Disney movies before we went to Disneyland." She said with a wide grin showing off her pearly whites.

"You should just order in some food and hang out in the living room." Tony found the courage to speak up after his crude comment earlier.

"I wanted to explore." Spencer pouted.

"We could watch a few movies, eat some junk food, and then go out to explore." Steve gave a compromise knowing she wanted to watch movies _and_ explore California.

Spencer bounded up to Steve with her goofy grin, "Sounds like the perfect plan, Cap!"

"Gross." Tony grumbled sounding envious before questioning, "What exactly did you want to explore so badly? You're staying here for a few weeks."

Spencer sat down in a chair and began to spin herself, "Antique stores. I wanna find cool, vintage things to take back home." Spencer said feeling the room blur right before her eyes and her body growing dizzy.

Steve watched the young assassin with amusement as Tony scoffed, "That's what you're so eager to do?" Tony rolled his eyes finding himself surprised she wanted to do such an odd thing.

Spencer stopped and felt her body sway to the side. Steve was quick to grab her arm and steady her before she fell, "Call me old fashion but there aren't a lot of antique shops in New York. Steve and I also wanna go thrift shopping to see what cool things we can find." Spencer shook her head feeling her head spin.

" _Thrift_ shopping?" Tony was a bit disgusted, "Why would you go thrift shopping when you can just buy from the normal stores? You have money and you have _me_ to buy you whatever you want or need." Tony frowned. Since when the heck did Spencer take up thrift shopping?

"It's a cool way to find cool knick knacks and not pay so much. Steve and I found these really cool tin owl mugs a few weeks ago, remember?" Spencer excitedly looked up at Steve who nodded back to her in agreement.

"It's my favorite cup." Steve admitted sheepishly.

Tony grimaced, "Next you're gonna tell me you dumpster dive." Tony shuddered with disgust.

Spencer and Steve looked at each other-Tony caught this and his face reflected horror, " _No,_ please tell me you're _fucking_ joking." His eyes were wide and his mouth was agape.

Spencer enjoyed his reaction, "We're not. Why do you think we have so much food and stuff in our apartment?" She asked with a Cheshire Cat grin. Steve was chuckling as he, too, was enjoying this. Steve, at first, was a bit taken back when Spencer introduced the idea of _Dumpster Diving._ He thought who in their right mind would dive into a dumpster _willingly?_ Then Spencer explained to him the concept behind it and he would admit, he was curious about the idea.

Spencer had heard of it from a video on social media. She and Steve ended up watching videos on Dumpster Diving and what people often found. After convincing Steve, since he had been hesitant on taking their infatuation to the next level, they did their first dive at a large name pet store. They didn't find anything but weren't discouraged. They moved onto the next nearby pet store and scored a few bags of dog food that were from a expensive brand, a few dog toys, and even a barely used dog kennel.

Since that first find, they were hooked.

They moved onto food stores since and even dabbled in other stores-mostly for Spencer's sake. It surprised Spencer and Steve how much _fresh_ and perfectly good food stores threw away. Some hauls had day fresh produce that the store threw away because they over ordered.

Seeing Tony's reaction reminded Steve and Spence why they never told the millionaire playboy. Tony almost looked green from the thought of eating _food_ out of a fucking _dumpster._ "Hell, no, no dumpster fucking diving is happening while under my roof!" Tony bellowed looking perturbed.

"Nat found us at a dumpster once," Spencer mused, "She even joined in."

"Oh my _god,_ I am not hearing this." Tony got up looking like he was seriously considering throwing them out and sending them back to New York.

"Afraid to get your hands dirty, Stark?" Steve snickered.

Tony shot him a glare, "Why don't you two just leave me out of your dumpster diving expeditions, okay? No food, got that?" He ordered strictly with narrowed eyes. He looked ready to have a heart attack, honestly.

"And isn't that considered _illegal?"_ He asked as an afterthought.

Steve and Spencer shook their heads, "Completely legal in most states. Anything thrown out is considered public domain," Spencer explained patiently not finding his horror offensive, "The only way it is considered illegal is if there is a sign that says trespassing."

"What the fuck." Tony muttered under his breath as if he couldn't believe what he was hearing.

"Okay," Spencer chortled, "Let's go watch some movies, Steve." Spencer beckoned her best friend to follow. Steve perked up and gave a lazy, charming smile as he nodded. "Wanna start with Lady and the Tramp? You seem to like that one the most." Spencer said as she and Steve descended up the stairs.

As she left she heard Tony grumble, "Gotta look up YouTube videos of that shit."

She snickered knowing despite him being mortified about the concept of diving into a dumpster willingly, he's curiosity had been struck.

"It reminds me of Peggy." Steve said lowly-only for her ears to hear.

She looked up at her friend with soft and understanding eyes, "I know, Steve, I know." She said humbly knowing the subject of Peggy was delicate.


	18. S I X T E E N

Spencer knew something was happening with Tony, although the playboy billionaire seemed to deny anything was wrong. Spencer and Steve had been living with Tony for more than a month and although California had a lot of cool adventures for both Pikachu and Captain America—nothing could stop the feeling of home-sickness they were beginning to get. Disneyland had been a blast and Spencer knew that trip would be something she would think back to when she was on her deathbed.

Getting back to the ever stubborn Tony, Spencer was watching the playboy while he injected himself with forty- _eight_ injections for a new project thingy he was doing. Spencer honestly didn't look very thrilled by the idea of Tony self-injecting himself but Tony brushed Pikachu's worries to the side.

"Sir, please may I request just a few hours to calibrate…" Jarvis was cut off by Tony growling as he injected himself yet again.

"No," Tony remarked, "Forty-eight."

Spencer winced as Cooper whined at her side. She cooed at her beast, "Don't worry, Cop, he's just a big dummy."

Tony glared at her, "Do I need to kick you out?" He demanded.

Spencer rolled her baby blue eyes and flatly stated, "No, besides I want to see how _badly_ this could go wrong." She grinned widely, _loving_ the idea of something going wrong and potentially pissing Tony off—a mad Tony was a funny Tony.

Tony turned back to his arm and set down the needle with his weird injections, "Micro-repeater implanting sequence complete." He wiped up and down his arm with an alcohol wipe.

Jarvis spoke right after, "As you wish, sir. I've also prepared a safety briefing for you to entirely to ignore." Spencer snickered and Tony casted her a dry glare.

"Which I will," Tony replied nonchalantly, "Right, let's do this." Tony locked his gaze onto poor Dum-E which Spencer kindly renamed Joe, "Dum-E, hi Dum-E. How did you get that cap on your head? You earned it." Tony gets up and walks towards Dum-E/Joe.

"His name is Joe." Spencer reminded patiently.

"His real name is Dum-E." Tony remarked.

"This is abuse." Spencer grumbled.

"Hey, hey, what are you doing out of the corner?" Tony asked the poor robot who was just trying to sweep. Joe/Dum-E gave off a few soft beeps as it swept, "You know what you did. There's blood on my mat, clean it up." Tony ordered the robot.

Dum-E gave a soft beep in reply.

Tony began walking towards the middle of his work room and in front of his _main_ Iron Man Suits that were encased in glass, "Sir, may I remind you that you've been awake for nearly seventy-two hours." Jarvis spoke up politely.

"Trust me, Jarvis; I've been reminding him for three days. I don't think he cares." Spencer replied shooting the playboy a glare. "Tony, you seriously need to sleep."

Tony, like always, pointedly ignores both Jarvis and Spencer. The young assassin sighed but moved up a bit closer to see the show. She made sure to keep herself and Cooper a safe distance and out of the danger zone. "Focus up, ladies. Good evening, and welcome to the birthing suit," Tony addressed the room and the robot holding a camera and waiting to record, "I am pleased to announce the imminent arrival of your bouncing, bad-ass baby brother."

Spencer rolled her eyes and wished she would have slept in like what Steve was doing right now. Tony turns to the robot with the camera, "Start tight and go wide, stamp in the time." He orders before facing the few tables with parts for his Iron Man suit, "Mark 42 autonomous prehensile propulsion suit test. Initialize sequence." Tony raises his arms and hand into the motion to activate the new suit.

He pauses and turns to Spencer, "Drop the needle, Pikachu."

Spencer sighs and walks over to where vinyl record player was and dropped the needle. Instantly, stupid Christmas music begins to play. Tony moves with the music and dances very poorly. Spencer couldn't help but to laugh, "You should be a stripper, Tony!" Spencer snorts.

Tony grins before making the gesture he made earlier towards one of the tables with Iron Man body parts. Spencer tried not to snicker as nothing moved. Tony shot her a glare, "Do I need to remove you? Because I will." He threatens.

Spencer held up her hands with a sly smirk, "Sorry, I'll be quiet."

Tony sighed and whacked the arm that had the injections before turning to another table and repeating the motion once more. One of the parts begins to whirl and lift from the table much to Spencer's barely concealed disappointment. The part flies towards Tony and attaches itself to his hand and extends to his arm and shoulder. Tony smirks into Spencer's direction.

Spencer rolls her eyes.

Tony repeats the motion again towards another table and the part repeats the same process as the other—it attaches to his hand and extends up his arm and shoulder. Tony laughs at his success but Spencer just had a sneaky feeling that something, like always, would go wrong.

Spencer watched as Tony shook his backside at her in a taunting manner before telling Jarvis, "Alright, I think we got this. Send 'em all." In mere seconds, another part flies over and attaches itself to Tony's leg, then as another part flies over it crashes into one of the Iron Man suit glass cages, then another part hurls itself at Tony and Tony deflects it with his arm making it crash into some hanging light and crashing into the ground.

Spencer laughed as Tony looked flustered, "Probably a little fast, right Spencer? Slow it down, just slow it down, just a…" Tony abruptly cuts off as suddenly another part of the suit shoots over and Tony ducks as it narrowly misses hitting him in the head.

Spencer just couldn't help but to laugh.

The other, remaining parts fly over and attach themselves with force to Tony's back and crotch area. He was being pushed and pulled like a rag-doll and when the crotch part hit him with vigor—Spencer was clutching her stomach and laughing hysterically. Tony groans and is almost thrown forward by another part but uses the jets in his hands to pull himself upright again, "Cool it, will you, Jarvis?" Tony asks in a strained voice.

Tony shot Spencer a glare, "Pikachu, this is not funny—"Then all the other parts shoot over and get attached to Tony, except for the final face piece, which swings right past Tony _narrowly missing him,_ and crashes into the small table where the vinyl record was on. The music abruptly stops. The face piece hovers and faces Tony in a mocking manner.

Tony snorts, "Come on, I ain't scared of you." Tony states. The face piece flies over but manages to nick the end of one of the tables and ends up flipping upside down and Tony flips over to grab the piece and finally the Iron Man suit is fully attached to Tony.

Spencer was still snickering.

Tony sighed, "I'm the best." He tells himself.

But Spencer can see the _last_ piece still struggling to get out of the glass to one of his suits. At that moment, one of the stray pieces of the suit shoot over to Tony, knocks him down, which in turn shatter the rest of the suit except for the head piece. Tony is groaning and rolling on the floor as Spencer begins laughing.

"As always, sir, a great pleasure watching you work." Jarvis suddenly says.

The whole commotion brought a sleepy Steve down to Tony's work room. Steve was dressed in his PJ's bottoms and an _Invader Zim_ shirt. His ashy blonde hair was in total disarray. "What's all this noise I keep hearing?" Steve mumbled sleepily.

Spencer just kept laughing and Tony was mumbling profanities under his breath.

Later on, after Tony stopped sulking, the three were gathered in the main living room of the house watching TV. Spencer had finished cooking and was handing out the food when suddenly the show they were watching was replaced with something else. He called himself _The Mandarin_ which was a pretty dumb name, Spencer thought.

He was an international terrorist. He took claim over an attack in the Middle-East and threatened the President with images of a dummy being burned on a stake. _"You'll never see me coming."_ Those few words echoed in Spencer's mind.

She exchanged uneasy glances with her friends—Tony looking disturbed and Steve frowning with unease. "I'm going to call Nick and see if he has anything on this fucker." Spencer stormed off to Tony's office and dialed Nick on her phone.

Tony and Steve looked at each other, "What do we do about this guy?" Steve questioned.

Tony sighed looking like he had the weight of the world on his shoulders, "No idea yet. Give it a day or two before we start getting calls from the Government." Tony muttered.

Nick had nothing.

"What do you mean? He literally hijacked the airwaves and not even Shield can pinpoint his location?" Spencer asked sounding shocked.

Nick dragged out a sigh, "We're working on it, Spencer. Just stay put until I or your father tell you otherwise. Keep your eyes peeled for anything suspicious and try not to go out so much." Nick told her before saying his goodbye since he had a meeting with the President to address this new threat.

It was a few days later.

Spencer and Steve were having lunch with Tony and James Rhodes. It was in a cool bar somewhere near the ocean—where Spencer couldn't be too sure. California was incredibly confusing to her and Steve.

The four were put into a corner away from the people gawking and taking pictures of them—mostly Steven and Tony since they were the most famous super-heroes. Spencer didn't mind and munched away happily on her fries—Cooper was at her feet enjoying a nice nap. She would occasionally _drop_ some of her fries on the floor in front of Cooper.

"The Iron Patriot sounds cool." Spencer mumbled as Tony mocked it.

"It tested well with focus groups, all right?" James told Tony who had a scowl on his face about the lame new name for his suit.

"I am Iron Patriot!" Tony mocked in a gruff voice before muttering, "It sucks." Tony complained like a child.

"I think it sounds cool." Spencer gave her input before nudging Steve who was stuffing his face with this really good-looking burger, "What do you think, Steve?"

The ever-attractive Steve looks up at the other three—Tony looking disgusted, James looking impressed by the amount of burger Steve could shove into his mouth, and Spencer looked amused.

Steve swallowed the food in his mouth and cleared his throat, "I like it."

Tony groaned while James and Spencer cheered, "He's old, don't listen to him—" Tony dismissed Steve and Steve just rolled his eyes at the playboy.

Spencer chuckled, "Tony's just mad that they renamed his lame suit."

Tony shot her glare but took off his sunglasses as he sighed, "So, what's really going on?" Tony questioned James with a bit more secretive tone, "With the Mandarin." Spencer and Steve perked up at the sound of the international terrorist threatening the country.

James sipped on his Diet Coke and remained quiet.

Tony huffed, "Seriously, can we talk about this guy?" Tony said in a firmer voice and grim expression on his face. James looked unsure and casted a quick glance around the bar before turning to Tony, "It is classified information, Tony."

Tony just lightly scoffed.

"Okay, there have been _nine_ bombings." James muttered lowly.

Spencer and Steve look at each other with shock, "Nine?" Spencer whispered out-raged, "We were only aware that there was _three._ " Nick had neglected to tell her this information…again. Spencer felt frustrated now. Why was everyone playing hush hush now?

"But," James started and Spencer tuned him back into focus, "here's the thing, nobody can ID a device." Spencer furrowed her eyebrows in confusion, "There's no bomb casings."

"How is that even possible?" Steve questioned looking disturbed.

"You know I can help, just ask." Tony reminded him before shooting out why he could help, "I got a ton of new tech. I got prehensile suit," He stammers a few times before continuing, "I got a bomb disposal. It catches explosions mid-air." He looked almost half-crazed from how sleep-deprived he was.

Spencer shook her head and sighed. James took notice of the bags under Tony's eyes and how rough he looked, "When's the last time you got a good night's sleep?" He questioned his old friend with evident worry.

Tony smartly brushed James off with, "Einstein slept three hours a year and look what he did."

Steve and Spencer gave each other bemused looks. Tony hadn't been sleeping since Spencer and Steve arrived from New York and no matter how hard Pikachu and Cap tried to lure Tony into sleeping, Tony just couldn't sleep…not with the constant nightmares that plagued him.

James started shaking his head catching the expressions on Steve and Spencer's faces, "We're worried about you, Tony."

"What is this?" Tony looked almost upset now, "This is an intervention or something?" He demanded glancing at his three friends.

"Tony…" Spencer sighed softly.

"We're just worried about you, man." Steve tried.

"We're not trying to be dick…" All attention shifted onto the two kids coming up the table—an older girl and a younger boy. "tators." James awkwardly finishes.

"Do you mind signing my drawing?" The girl asks Tony with a sweet smile.

The little boy remains staring at Spencer with a slight blush on his cheeks—he holds a drawing too but is gripping it tightly.

"Whatcha got there, cutie?" Spencer gave the young boy a cute smile.

The boy blushes a bit more but offers his drawing to her, "I made it for you." He mumbles.

"I loved you in _A Christmas Story,_ by the way." Tony dumbly tells the young boy.

Spencer smacked Tony as he signed the girl, Erin's, drawing. Spencer beckoned the boy to come to her side and he shyly did so. James kept talking not afraid of the kids hearing, "Listen, the Pentagon is afraid."

"Wow, is that you?" Spencer whispered in awe at the drawing he drew for her. She was on her hover-board fighting aliens and he was right beside her.

He nods, "Everyone likes Iron Man or Hulk or Captain American but I liked you the most." He says the last part in a cute whisper. Spencer's heart melts at this adorable boy. She gives him a side hug thanking him.

James keeps whispering to the table but Spencer is too busy gloating her fan drawing to Steve. Steve just rolls his eyes at her antics. She is about to make a drawing of her own for the boy when she heard the sound of a crayon breaking. The hushed conversation between James and Tony was now silent.

Spencer looked up to see what had happened. Tony had broken the crayon he was using to sign Erin's drawing but instead of a signature, there was a message saying, _"Erin, help me!"_ Spencer would've laughed at that had it not been the sharp intake of breath coming from Tony.

He had his face covered with his hand looking suddenly _very stressed and upset_ about breaking the crayon. "Are you okay?" James asks worriedly throwing a quick glance around the room.

"Tony?" Spencer spoke softly with a frown.

"I broke the crayon." Tony says but it is muffled by his hand.

"Are you okay, Mr. Stark?" Erin quietly asks with wide, big eyes.

Tony drops his hand as James pats him on the back asking him to calm down. Tony's eyes grow huge and his face turns almost pale. Spencer could hear the erratic beating of his heart and wonder briefly if he was having some sort of attack.

"Tony, hey, talk to us." Spencer reaches out to touch his hand but he jerks away and pushes himself away from the table causing other diners to look towards the table. "Tony!" Spencer is shocked as he quickly stumbles away with his hand clutching his chest and gasping strangely.

"What the fu—" Spencer caught her words seeing as Erin and the cute boy who drew her a picture were looking quite frightened. James and Steve are rushing after Tony and Spencer reassures the two children that Mr. Stark is fine before grabbing her drawing and running after her friends with Cooper at her heels.

When she reaches the front of the bar, a lot of people were watching James and Steve speaking quietly to Tony who was hunched over in his suit. James was beginning to feel cautious of the crowd surrounding them—all curious as to what was going on.

"Tony?" Spencer grabs at his robotic arm before he could fly off.

Tony halts and glances at her, "I have to go." He says in a strained voice.

She quietly stares at him before letting him go, "You have some explaining to do." She says sternly knowing what must have happened—very little escaped Spencer.

Tony zips off in his suit leaving the crowd to gasp with awe.

The three friends stare after the Iron Man with worry. James sighs and glances at Steve and Spencer, "Need a ride back home?" He asks politely.

Spencer shakes her head, "Thanks, Colonel but we have our ride." Spencer jerked her thumb towards the motorcycle that Steve and she had stolen from Shield HQ, "We'll update you on Tony later when we get home." She gives the man a soft smile.

James gives a slight nod but still looks worried. They bid their goodbyes and James walks back into the bar to pay for their food—even though Steve and Spencer had offered to pay. Steve and Spencer buckle Cooper into the side-car that Tony made specifically for the canine before Spencer and Steve hopped onto the motorcycle and made the ride home.

Spencer couldn't ignore the uneasy feeling in her tummy as she looked out towards the ocean. Something bad was coming their way…she just knew it.

"Wanna stop by the store and get some Christmas decorations?" Spencer asked as Steve pulled up to a red light.

"I forgot Christmas was right around the corner." Steve mused quietly.

"What do you say Cooper?" Spencer asked her pup as she ruffled his head.

He gave a few barks and offered her a goofy look.

Spencer smiled.


	19. S E V E N T E E N

The day was meant to be spent in laughter and joy—no, it wasn't Christmas yet but Steve, Pepper, and Spencer had been decorating the house since the early morning hours. Tony was in his lab, as per usual. Pepper didn't seem to mind not after Spencer told the older woman that Tony was pretty determined to find this Mandarin guy. The gang spent most of the morning, afternoon, and evening decorating, eating, and laughing with one another. Spencer was happy because this would be her first Christmas with Steve, Tony, and Pepper…and even though she was sad that she wasn't going to be spending it with her father…she would have to make do.

It was sometime in the night…when they got the call that an explosion had happened down at the old _Chinese Theatre_ and it had been devastating…a bomb had gone off and instantly obliterated several people on impact and severely injured many others—one of those who were badly hurt had been Happy aka Tony's former body-guard and currently Pepper's head of security.

Spencer liked Happy a lot and even though she wanted to be there with Tony and Pepper…she decided it was best to stay at home with Steven and hold down the fort. She didn't know Happy as well and neither did Steve. Her heart did go out to the poor man who happened to be in a coma.

Steve and Spencer lounged in the living room that night and watched the news for updates. She blew up her father's phone and her Godfather's but they couldn't say anything over the phones. She felt annoyed with their secrecy but decided it was better to let them handle it.

The Mandarin was taking claim on the attack…and it just gave Spencer a feeling of hopelessness. What was this guy using to cause the explosions? Spencer knew that they would never find any bomb fragments at the scene of the explosion.

Getting fed up with watching the news, Steve and her opted to try to get some sleep…seeing as it was Christmas eve tomorrow. The tree had been set up and presents already adorning the bottom…it was a matter of waiting until midnight tomorrow to open the presents. Steve kissed Spencer's forehead and mumbled to her tiredly, "Try to get some sleep, Spence, and don't be up all night on your phone." The baby-blue eyed man gave the younger assassin a firm glare.

Spencer gave him a heavy smile, "I have too much on my mind to be on my phone, anyway." She informed him with a sigh, "I'll be tossing and turning for a good part of the night."

Steve frowned but patted her head, "Try, okay?"

Spencer nodded and the two close friends went to their respective rooms. Cooper was ready to go to bed and was already making himself comfortable on her bed. The canine did sense something was off about his humans but did the only thing he could do to try to make them feel better—cuddling.

Spencer was happier as she crawled into her bed and Cooper was instantly at her side, he gave her a sloppy kiss on the cheek, she giggled as the massive dog curled himself into her side and huffed. Spencer stroked Cooper's soft fur and she was comforted by his presence…it wasn't long until the voices in her head began to quiet and she was able to find sleep quicker then usual.

She dreamed of her friends…Thor, Nat, Hawkeye, and Bruce. She dreamed of getting the team back together and fighting this Mandarin prick and kicking his ass. It had been a good dream before…a nightmare began to show. One moment, she had been dreaming of beating Thor in an arm-wrestling contest and then everything went back.

It was the putrid smell that made her realize where she was.

Her body felt like ice—she was shivering. When she looked down at her body…she was wearing nothing but a black tank top and matching shorts. She let out a whimper because she knew _exactly_ where she was. She was back in her tiny, windowless, cold cell room…at the HYDRA testing facility. Her whole body hurt…she could feel the areas where they injected her with serums and where they shocked her to near death.

She whimpered and rubbed at her arms.

She wasn't sure what she was doing here…hadn't her father and Nick rescued her?

There was a voice that addressed her in the darkness, "You thought you could escape us?" It sneered and then the voice cackles dryly at her.

She looked around for the source of the voice but found no-one.

There was nothing in her cold and damp cell room; not even a bed or a chair. _What was going on? Why am I here again?_ She frantically thought as she looked for a way not but there wasn't even a cell door in place.—just four concrete walls surrounding her.

Her heart was beginning to race at the realization that there was no escape from this hellish room. "You foolishly thought that I would let my most successful experiment just run off?" It was his voice…the one who captured her, tortured her to the edge of insanity, and experimented on her. He gave out a loud laugh that startled her, "Did you honestly think that those pitiful people could keep you away from me?"

There was a flash of bright light that caused her to cry out in near pain. She ducked her head down and shielded her tired eyes. Her whole body ached something awful and she felt starving. "Come, look at what I did," The voice snickered darkly at her, "I think I did quite a good job."

She was afraid to look up because she knew what was waiting for her. Her mind screamed at her to wake up because she knew she was dreaming but there was a tiny part of her brain that whispered, _"Are you you're dreaming?"_ She looked up and immediately regretted it. The sight of grizzly…so much that Spencer heaved up chemicals that her had injected her with earlier.

Not far away from her…in her windowless, door-less, hellish cell room was a pile of bodies—rotten with maggots and reeking of burnt flesh. The bodies of her friends…Steve, Nat, Thor, Bruce, Tony, Pepper, and even the Ninja turtles and April…then she saw the bodies of her father and godfather and she heaved again.

Her eyes were stinging with tears and inwardly she was screaming to herself to wake up. She just stared in horror and backed up against a wall and whimpered like some hurt animal. She didn't feel like Spencer anymore…she felt like Experiment 3 again. "I sent someone special to kill them…I think you might recognize him but then again…probably not. You've only known him through his screams of pain and horror…"

The lights flashed again and Spencer flinched and closed her eyes in pain. When she opened her eyes…all she saw a tall, well-toned man standing a few feet away from her. She couldn't see his face but somehow…she knew what he looked like it which didn't make any sense to her at all. There was this menacing aura surrounding him and it struck fear in her.

"You know…I think I ought to punish you, _Experiment 3,_ you ran off as if you had truly rid yourself of me…of _us_ but no, darling, you will _never_ escape us. We have much to prepare you for…why don't we let your friend show you how he killed your little friends, hmm?" The sick voice mused and began to cackle…and somehow Spencer could picture that sick freak rubbing his hands together in jubilant joy at the thought of watching her in pain.

The man lunged at her and Spencer screamed, "No!"

"Spencer, it's me, Steve! Spencer!"

Her eyes flew open and she sat up instantly causing her to slam her forehead against Steve's. Both parties groaned in pain Her hands flew to her forehead as she opened her eyes and realized she had been dreaming…she sighed with relief then winced when her forehead throbbed. Steve was rubbing his forehead with a scowl as Cooper shoved his face against hers to make sure she was okay.

"You were having a nightmare." Steve muttered with worry since it had been a very long time since she had a nightmare—they usually were about her father but what could possibly be haunting Spencer now? Steve's mind reeled for a moment and then it occurred to him…that perhaps it had been about HYDRA since they had done sick experiments on her before.

Spencer sighed heavily and rubbed her eyes, "HYDRA nightmare…and no, I don't know what could've triggered this nightmare." She mumbled bitterly before getting out of bed, "I'm sorry if I woke you up, by the way." She apologized.

Steve smiled at her, "You don't have to apologize, Spence, you know I'm here for you. Maybe this stuff with the Mandarin triggered them again?" He suggested with a cute head tilt. Spencer eyed his scruff and knew Steve would most likely shave it off after their conversation. He always liked to keep a clean appearance.

"Maybe," She shrugged trying to seem as if she was brushing away the bad dream, "I don't really care right now. Are Tony and Pepper back from the hospital yet? Any word on Happy and how he's doing?" She questioned as she got up and began to look for an outfit to lounge in for the day.

Then it struck her that it was Christmas Eve!

Steve was already answering before she could speak, "Um, no, not yet but…there is something you have to see first." Steve cringed and he looked a bit upset too.

Spencer quirked her eyebrow, "Is it another Mandarin attack?" She asked thickly.

Steve shook his head before turning on her television and changing the channel to a news outlet. Spencer watched quietly as montage of reporters attacked Tony as he was coming out of the hospital after visiting Happy. Tony kept his cool and got to his car until some jackass made the wrong comment…and it set Tony completely off. Spencer watched with a frown as Tony openly called out the Mandarin and had the stupid nerve to give out his home address.

Spencer groaned and rubbed at her face, "Are you fucking serious?"

Steve frowned at her foul language but didn't call her out on it, "Yeah, I'm not exactly thrilled about it either and neither is Pepper—"

"Alright, you two," Pepper strutted in looking very pretty and annoyed, "You need to start packing right now, because we are going out of town until this whole shit-fest has blown over." Her face is super stern and Spencer knew there was no arguing with Pepper, "I see that Steve told you that Tony gave away our home address to the world and threatened a terrorist." Pepper states dryly.

Spencer nods, "Where are we going?"

Pepper shrugs, "Somewhere safe. Your father has been bombarding me with calls all morning and Nick, too. I've reassured them that I am getting you two," She gestures to Steve and I, "And the puppy," She adds when Cooper whines, "The hell out of here before something happens, so, pack clothes only and pack for a week or something, I don't know." Pepper mutters the last part before sighing loudly, "We leave in fifteen."

She struts out of the room before popping back in and asking Spencer, "Are you okay, by the way? I could've swore I heard yelling from your room."

Spencer gave her a sheepish look as Steve brings out her suitcase and begins to help her pack, "Sorry, I had a nightmare."

Pepper frowns, "I'll get Jarvis to whip you up some chamomile tea with extra honey. For breakfast…we're eating out, so, don't waste any time, okay?" Pepper asserts sternly.

Steve and Spencer nod their heads.

Pepper gives them a small, tired smile before leaving.

Spencer groaned and began to help Steve pack when her phone started ringing. "Really?" Spencer grumbled going over to her nightstand to answer her phone, "Ugh, it's my dad…Steve!" She looked at her best friend for help.

Steve shook his head, "You gotta answer it, Spence, and he's been blowing up my phone, too."

Spencer huffed and answered the call, "Hey, dad."

"I want you out of that house immediately, Spencer Rose, do you hear me?" Her father hotly demanded, "Do you know how stupid Tony is? I can't believe he would put not only himself in danger but you, Steve, Cooper, and Pepper as well! Are you packing because I don't _hear_ any packing, Spencer."

Spencer resisted the urge to roll her eyes, "Dad, seriously? I'm packing right now. Pepper says we're leaving in fifteen minutes. Also, good morning to you too and no, I haven't had _any_ breakfast yet." She remarked trying not to sound sarcastic because it would definitely piss her dad off.

"Spencer, for the love of your mother, do not act sarcastic, right now. Your safety is at risk and that is no joking matter to me, missy." Her father said to her in a upset tone.

She grumbled, "I'm sorry, but, I am packing and Steve is helping me, alright? I will call you as soon as we're in the car and leaving, okay? Nothing is going to happen, dad, we're all going to be fine." She was trying to reassure him as best as she could but knew her words would fall on deaf ears.

"Just…hurry up, okay?" Her father sighed, "I love you."

"I love you, dad." Spencer quietly says before the father and daughter hung up.

Steve and Spencer work quickly to pack some clothes and other things before moving onto Steve's room. Cooper follows dutifully knowing something is very wrong and is on full alert. The sound of a door-bell ringing catches Steve and Spencer's attention. Spencer cocks her head and rushes to Steve's window, since his room faces the driveway and she can just barely see a car driving down.

"Aren't we supposed to be on lockdown?" Spencer mutters.

"Steve, Spencer!" Pepper calls their names, "We're leaving!"

The duo, well, trio hurriedly make their way to the top of the stairs where Spencer could hear Tony and a female's voice downstairs. Pepper throws her bags over the railing, "Tony!" She calls out with impatience, "Is someone there? Aren't we supposed to be on lockdown?" Pepper calls before attempting to grab our bags.

"I think we got it, Pep." Spencer hastily stops her, "I have things that will break if thrown over a railing."

Pepper gives her a silly look and blushes slightly, "Sorry, that was kinda aggressive, wasn't it?"

"Yeah, but it's okay because Tony threatened a terrorist and we're pretty eager to leave." Spencer shrugged and Pepper smiled slightly at her sarcasm. Pepper led the way and struggled to get by the giant dog looking rabbit that Tony gave to Pepper the other day. Spencer just rolled her eyes and shoved it out of the way with some of her extra strength. It toppled over and cleared the stairs.

Steve and Pepper snickered knowing that Tony would get on Spencer's ass for that later.

"Sorry," Pepper walked up to Tony, "With Happy in the hospital, I didn't know we were expecting guests." Spencer eyed the dark-haired woman with caution and while she seemed harmless, Spencer kept her senses on high alert.

"We weren't." Tony answered.

"And old girlfriends." Pepper chirped with a smile.

"I thought we were on lockdown and leaving," Spencer spoke up causing Tony to glare at her, "And we haven't had breakfast yet."

"She's not, really…" Tony began as the woman did too.

"No, not really…It was just one night." The woman reassured while nodding her head.

"Yep." Tony nodded.

"That's how you didn't, isn't it?" Pepper sarcastically remarked.

"It was a great night." Tony quipped.

Spencer walked up from behind Tony and whacked him on the head, "Seriously, have you no shame?" Spencer hissed as Tony glared at her again. Someone was cure cranky but that's what happens when you threaten an international terrorist.

"Well, you know, you saved yourself a world of pain." Pepper informed the one-night stand woman.

"What?" Tony looked at her with hurt puppy dog eyes.

Spencer snorted with laughter and Steve joined her.

As Tony's attention refocused on Pepper, Pepper began to talk to him in a very strict and no bullshit tone, "Okay, we're going out of town."

"Okay, we've been through this already, no we are not." Tony remarked back at her., "Nope!"

"Yep!"

"The man says no." Tony sassed.

"Immediately and indefinitely." Pepper and Tony just glare at each other while the other three stand awkwardly as the couple fight. The woman agrees that they have to leave and Tony argues that they aren't leaving and for the woman to not touch Pepper's bags.

"Tony, we have Spencer, Steve, and Cooper to think about here. Do you know how pissed Nick and Phil are right now?" Pepper demands to her boyfriend.

"Can we just leave? I'm hungry!" Spencer whined amongst the arguing.

"I can't protect you out there, Pepper!" Tony snaps at her before turning to Spencer, "Tell Jarvis to make you breakfast because we aren't going anywhere. I can't protect you guys out there!" Tony heatedly says.

"Is that normal?" one-night stand woman asks pointing towards the fallen giant bunny-dog.

"Yes, that is very normal." Pepper comments.

"It's normal!" Tony says offended.

"It looks more like a dog then a bunny." Spencer comments.

"Yeah, looks like a giant wiener dog." Steve nods.

"It's a bunny!" Tony snaps angrily.

"Hey, calm down." Pepper smacks his shoulder, "Don't get so worked up."

"You haven't even told me if you like it or not."

"I don't like it."

"She hates it." Spencer chimes in.

"Sparky, shut up!" Tony snaps.

"I wanna leave and eat!" Spencer snaps back, "You threatened a fucking terrorist and he knows where we live now! Stop being a hard-headed idiot and let's get the fuck out of this house before someone blows it up!"

It was then that the gang noticed that the one-night stand woman was trying to get their attention. "What? I said no, already." Tony glared at her as everyone looked at her curiously.

"Um, do we need to worry about that?" She asks turning to look at the television.

Spencer's heart dropped when on the television was on a news channel showing a live feed of their house and…a fucking missile coming their way. It was a spilt second as everyone turned to look towards the front of the house—where the wall of windows that Spencer always complains about—and they all saw the missile heading their way.

It struck the windows and hit the fireplace.

Spencer managed to throw up a shield of electricity—it had happened so quick that she hadn't managed to throw up a bigger one to include Tony, Pepper, and that strange woman. The explosion was muffled due to the fierce and powerful electricity that was cocooning Steve, Spencer, and Cooper. Spencer watched in horror as Tony and Pepper flew back in slow motion and watching the debris fly everywhere. The whole house shook furiously that it almost made Spencer lose her balance.

And then in a spilt second, it was over.

Her shield was down and she ran towards Tony who had hit the wall rather harshly.

"Tony, hey, hey, are you okay?" Spencer shook her friend.

Tony looked shaken up and confused for a moment before his eyes went upwards to the cracking ceiling. Spencer looked up as the ceiling broke and debris came falling down. Pepper, who was in Tony's suit somehow, shielded the both of them.

"I got you two." Pepper opened up the facial cover.

"Spencer!" Steve was getting her on her feet with Cooper barking wildly.

Spencer turned to look at three helicopters heading their way and getting ready to launch another missile, "On me!" Spencer shouted to the boys and her dog. Tony, Steve, and Cooper were at her side with Pepper behind them. Another missile was launched and Spencer threw her shield up instantly. The missile slammed against her shield and Spencer felt the strain in her body as she attempted to manpiluate the missile and threw it carelessly into a random direction.

"Go!" Tony shouted as Spencer dropped her shield.

Steve lifted Cooper into his arms and grabbed Spencer's arm and began to run out of the house, "I'm right behind you!" Tony called out. Spencer glanced behind her and saw that the flooring had cracked leaving Tony stuck on the other side.

"Spencer, come on!" Steve urged her out of the crumbling house.

She could hear Tony telling Pepper to grab the strange woman and to get out of the house as he would find another way around. Steve and Spencer managed to get a safe distance before Pepper was crashing through the front door with the woman and landing rather ungracefully at their feet.

"Are you okay, ma'am?" Steve asked the woman as she groaned in pain.

"Pep, where is he?" Spencer asked as Pepper got up.

"I don't know—"

Another missile hit the house and sent the ground to shake again. Spencer watched in horror as the front of the house crumbled down—cutting off Tony's escape. Spencer stood up and threw out her palm—calling out to her hoverboard that she had left in her room and hoped it would managed to find a way out of the house and to her.

"Tony!" Pepper screamed as the house groaned and creaked in protest.

A moment later, the Iron Man suit began to peel off of Pepper and fly into the crumbling house. Spencer watched as one of the helicopters was hit with a blast from Tony's suit and the flying machine swayed in the air for a moment before heading down towards the house.

There was a massive explosion and Steve was shouting at the women to move, "Get away from the house!" Spencer was scrambling on her feet and grabbing Pepper but the woman was fighting her off and screaming Tony's name.

"He has the suit, Pep, he'll be fine but he won't be fine if he finds out that you were hurt somehow!" Spencer snaps at her. Pepper almost comically slumps in Spencer's arm and Spencer takes her chance and drags Pepper further away from the house and halfway up the driveway.

Spencer pats her body for her phone but remembers she left it in her backpack which is probably in the house that is currently being bombed. Somehow, her hoverboard smacks into her side and drops down onto the ground but Spence doesn't notice because Pepper is running towards the already destroyed house.

"Pepper!" Spencer snaps running after her but Steve is quick to grab her around the waist.

"Let go, Steve, I have to get her!" Spencer fought to get free.

"You stay here with this woman and Cooper and I'll get Pepper," Steve told her hurriedly before shoving his phone into her hands, "Call your father and have him send someone to pick us up." Steve's face is full of panic and Spencer was sure her face was the same. She barely manages to nod before Steve is already running towards the house.

Spencer can feel the adrenaline pumping through her body and the electricity too.

She shakes her head and tries to calm her heart-rate down. Cooper is at her side whimpering and frightened. She hugs her canine and holds the large animal against her chest. Her eyes are stinging and she's fighting off the urge to cry. The woman just stares baffled at the destruction.

Spencer swallows heavily and shakily calls her father.

He picks up immediately, "Steve, where is Spencer? Is she okay?"

"I'm fine, dad," Spencer says trying to relax her body and she notices that the explosions have stopped and the ground has stopped shaking, "I-I think it's over, dad, but I don't know where Tony is. I don't know where he is." She tells him feeling very overwhelmed and almost disorientated.

"Calm down, Spencer, calm down before you trigger a panic attack," Her father is trying to calm her down, "He's fine, he's fine, baby, he's Iron Man, remember? Where are Steve and Pepper? Is Cooper okay?" Her father tries to get her mind onto something other then Tony.

Spencer nods, "They're fine…I hear Pepper calling out for Tony…Steve is trying to comfort her, I think. Cooper is right here, he's so scared, daddy." Spencer whispers as she closes her eyes and prays that Tony is okay and unharmed.

"Nick is sending someone to pick you up. You're going to stay at HQ in Anaheim until I can get a flight out there, okay? Steve and Cooper too, obviously." Her father reassures with a sigh.

"What about Pepper?" Spencer questions.

"Pepper is going to be relocated, too." Phil reassures, "Was anyone else hurt?"

"Some lady that Tony screwed one night, once upon a time." Spencer informs as she sees Steve and Pepper coming out of the house…or what remained of it.

"Is she okay?"

Spencer glanced at the woman and answered, "She's pretty frazzled, I think."

"Someone should be there soon, okay? Are you okay? Are you hurt anywhere?" Her father asked worriedly.

Spencer shook her head, "No, I, uh, managed to throw up a shield to protect Steve, Cooper, and I but it happened so quick that I wasn't able to expand it wide enough to Pepper and Tony…Tony managed to get his suit to shield Pepper, so, I think she's good, too." Spencer relayed.

Her father heaved a heavy sigh, "Just hang tight, okay?"

Spencer mumbled, "I love you, dad."

"I love you, Spencer." Her father said quietly before the two hung up.

Spencer got up on her feet and asked, "Where's Tony?"

Steve shook his head while Pepper's eyes got watery. Spencer's heart dropped, "No…He can't be…This is Tony, we're talking about." Spencer felt sick to her stomach as Pepper began to cry. Spencer brought the woman into a hug and allowed Pepper to sob into her shoulder.

"Steve…" Spencer whispered not wanting to believe that Tony was…dead.

Steve gave her a sad look, "There's no sign of him, Spencer, the whole house is at the bottom of the ocean. Tony…"

Spencer's eyes grew watery, "He's alive…he _has_ to be."

* * *

 **Hellooo, I hope you enjoyed this chapter and I do apologize if it seemed rush. I am trying to get IM3 done as quickly as possible, I think, one more chapter for IM3 and we should be moving on onto Winter Soldier and from WS we go tooooooo AGE OF ULTRON AND WE GET TO MEET PIETRO AND WANDA!**

 **And yo, I'm just going to address this once but um, I saw a review earlier and it kinda irked me. Like, who are you to say the story is taking too long to get to AOU? I'm sorry but I found that review very rude. If you think I am taking too long to get onto the good stuff then, please, by all means move onto another Pietro/OC fanfic because there are plenty out there. I don't have to explain myself on why it's taking so long to get to AOU but I will just this once. I don't like stories where they just magically drop an OC into a movie, no, I like having back-story on that OC and seeing their interactions with other characters and seeing their character build.**

 **If this story's pace is too slow for your liking, then, bye. I like the pace my story is going at and I know I don't update this story every two weeks or whatever but at least I AM UPDATING THE STORY. Some people don't even update their fanfics anymore and trust me, I know how it feels, so please understand that I am busy and when I do want to update a fanfic-this fanfic and my Jurassic World one are very low on the list.**

Rant over.

Until next time, loves!


	20. E I G H T E E N

Tony had been alive and Spencer felt her heart being able to pump blood easier from hearing the news. It had been a few hours since the attack and while Pepper had stayed back to survey the damage and aftermath, Spencer and Steve were picked up by _SHEILD_ and taken to their headquarters in Anaheim until her father could arrive.

Pepper had called Spencer through Steve's phone letting her know that somehow Tony was alive and although he looked like hell, he was alive. Pepper didn't really touch base on where the billionaire was or how he survived but Pepper told the young assassin that Tony wouldn't put her in danger again, not like that, and even though he had un-finish with the Mandarin Tony did not want Spencer or Steve apart of it. Spencer felt angry but not towards Tony but the Mandarin and she wanted his blood on her hands but Pepper had reassured her that Tony would take care of him.

Pepper was going to stay somewhere safe with Tony's little one night stand. Tony had wanted Spencer and Steve to head back to Washington D.C without him and he knew that it was a dick move to ask since everything that had happened, but at least they would be safer in D.C until this Mandarin business was over.

Steve and Spencer kept together despite looking like they had been through Hell. They were informed that they found Spencer's backpack hanging from something just some distance down towards the water and that they found Steve's shield but their priceless collection of Disney movies and their VHR player was gone to the depths of the ocean which was saddening to the assassin.

Steve's phone was being blown up by Clint, Bruce, and Natasha trying to figure out if they were both okay and with the news that Tony had been declared dead to the world. Since Steve and Spencer were under tight lockdown, Spencer thought it would be a good idea to wash Cooper since his fur was littered with debris reeked of smoke. Both heroes tried to ease their mind as they washed the large beast and it seemed like even Cooper, whom hated being bathed, needed one to ease his fears that the day brought.

"He's still an idiot." Spencer told Steve as they dried Cooper and combed his thick fur, "He's going to need backup and were his backup!"

"Spence," Steve gives her a firm glare, "Tony said he needed to do this on his own; he feels bad about what happened and how close we had from being blown to pieces. I think he knows he has to do this alone and without our help." Steve told her as Cooper licked his cheek.

Spencer heaved a sigh, "Christmas is tomorrow…" She whined loudly making Cooper whine with her and tilt his huge head.

"We'll just have to make due, Spence," Steve ruffled her hair with his damp hand covered with Cooper's thick fur that made her protest rather loudly and it made the first avenger laugh at her reaction.

"Not the hair!" Spencer swatted his hands away angrily, "Steve, you know how I feel about people messing up my hair!" She cried in horror and glared at him with mild contempt.

Steve just laughed, "Where's that stone-cold assassin at?" He teased.

I narrowed my eyes at him, "Is that challenge? We can go to their training room and duel!" Spencer got up and pointed the doggy brush at Steve who was blow-drying Cooper's damp fur, "You dare challenge the great Shockwave?! You will be left in the dust, pretty boy!" Spencer dramatically shouted.

Steve was laughing at her and she couldn't help but to roll her eyes as she sat back down and shove Steve to the side, "You're lucky that I love you." Spencer grumbled bitterly before addressing seriously, "We should train for a bit…this vacation might have made us rusty." Spencer mused.

"Maybe once we're in D.C," Steve cringed at the idea of training after today, "I think I rather spend the day watching re-runs of _Jersey Shore_ and getting over our traumatic day." Steve sent her a smirk and Spence laughed out loud.

"I've definitely been rubbing off on you, Cap." She snorted, "If anything, I might say you're getting lazy!"

Steve gasped dramatically and placed his hand over his heart, "Spencer, how you wound me!"

The two burst out into giggles before finishing drying and brushing Cooper in good spirits. It wasn't long until the trio was curled up on the couch watching a marathon of _Teen Wolf_ and endless bags of chips and candy on the table. Spencer was still worried about Tony but Tony could handle himself and if he believed he could do this alone then Spencer would take his word.

"Why are people shipping Derek and Stiles?" Steve furrowed his eyebrows as Derek threatened Stiles for, like, the millionth time in one episode, "Isn't sour-wolf over the age of twenty one and isn't Stiles, like, a sophomore?" Steve looked helplessly confused and Spencer gave a light snort.

"In the world of hormonal teenagers and young adults, age is but a number to them." Spencer explained with a grin, "Besides, I never was on board with the Derek and Stiles ship. I preferred Lydia and Stiles!"

"Lydia? Lydia ignores his existence and is mean to him!" Steve bellowed out as he looked at me as if I had offended him greatly with my words and I tried to hide my smirk.

"Derek threatens to kill him in every episode, Steve." Spencer pointed out.

"I never said I shipped Derek and Stiles either!" Steve retorted, "But I definitely don't support Stiles and Lydia!" He adds as I snicker wildly.

"What about Scott and Allison?" Steve moves onto the next power-house couple, "I don't like Allison. She's too innocent heroin for my liking. If she was raised with Hunters than how come she isn't able to tell that Scott is a werewolf? Or even sour-wolf?" Steve questions.

"Allison is a pain in the first season but I think she might be better in the next season, Steve." Spencer told him with a thoughtful look. Cooper snored loudly from his place in between their bodies and Spencer cooed over her beast while Steve rolled his eyes.

"No one is worthy of Scott or Stiles so far." Steve said somewhat gloomily.

"It is just the first season." Spencer reassured him knowing that Steve was a big softie for romances. "Besides, how handsome is Derek? Do you think I'm worthy of him?" Spencer mused popping a handful of chips into her mouth in way that would have any man looking away in disgust.

Steve rolled his eyes, "You probably are worthy of him but he isn't worthy of you," Steve says with a frown, "He's much too serious, Spence, you can't seriously want to be with a man that holds so many secrets, do you? Handsome, yes, but enough for Sparky? Nah, you need someone who can keep up with your complex personality."

Spencer smiled warmly at her best friend, "Complex?" She teased him even with the funny feeling in her stomach; she felt almost honored that Steve put thought into which guy she would get along with and what she needed in a guy, too. Spencer never saw Steve settling down not after Peggy. Steve had loved Peggy to the ends of the earth and it seemed like Steve wouldn't be able to love another woman like he loved Peggy.

"Spencer, you're an assassin and a young adult," Steve deadpanned, "Those two personalities clash so much." Steve couldn't count how many times Spencer switched from the fun-loving young adult to the cold-blooded assassin in a spilt second, "Sometimes I even get whiplash." He admits which makes Spencer laugh.

"I didn't even know I switched personalities," Spencer mused, "Maybe that's why kids don't like me." Spencer mumbled curiously.

"Spence," Steve sighs, "Kids are _scared_ of you because you tend to show them your knives and ask them if they would like to learn how to skin someone." Steve couldn't help but to smile and laugh remembering that particular moment so many weeks ago.

"Skinning anything is an important lesson in life." Spencer blurts out.

"You like to kill things and that isn't really appropriate for children." Steve drawled out with a snicker.

"Why not? I killed my first person—"

"Spence, not everyone gets to be trained by the world's finest assassins at a young age." Steve sighed with a shake of his head.

Spencer pouts, "Kids are cute and I bet their weapons of the future like in _Game of Thrones!_ How they work as spies! It's so brilliant, Steve!" Spencer blurts out with wide eyes.

Steve just kept chuckling, "Ah, Spence, you're going to be a good mother."

"I hear that sarcasm, sir, and I am offended." Spencer sniffs indifferently but she smiles softly, "I can't see myself having kids."

"I bet your father thought the same and than you came along." Steve mumbles.

"He fed my hot dogs and dropped me into the washer once." Spencer deadpanned which made Steve spit out his drink, "And dropped me into a ball pit once."

"I made some mistakes," Her father's voice came from the front door and he looked offended, "I'm only human, Spencer, it's not like they taught classes on how to be a father and _not_ drop your child into things." He frowned at her and he looked so betrayed.

Spencer smirked, "So, you're finally here!" Cooper jumps and greets Papa Phil with vigor and her father coos at the large dog, "Did you bring our stuff?" Spencer asks with wide eyes.

"They're being put into the car," Phil states, "We're leaving in an hour."

"So soon?" Spencer frowns, "What's the rush?"

Phil gave her a dry look, "Your safety?"

"Touché old man." Spencer mutters with awe, "What about the marathon?" She huffed.

"You'll have to live without it for a few hours," Phil scoffed, "Now, get ready and get this place cleaned up. I have to check up with Nick so, I'll be outside." Spencer scrambled over the couch and threw herself at her father. He stumbled at her strength and sighed, "Honey, I know you missed me but you're a lot stronger then I am so, please try not to do that again…you'll crack my back or something." He grumbled.

Spencer smirked, "Sorry."

Phil kissed her forehead, "Now, hurry up. I would prefer to leave as soon as able."

Spencer nodded and her father left the room with his phone pressed to his ear. Spencer sighed, "What if there isn't any shawarma in D.C?" Spencer whispered with a horrified expression on her face, "I can't live without shawarma!"

Steve shook his head, "Spencer, we have bigger issues right now."

Spencer's expression morphs into something serious, "You're right, what about our teen wolf marathon?" Spencer's expression saddens, "I have to part from Derek so soon?" She mumbles with her lower lip jutting out.

Steve groans, "Spencer!"

The young assassin grins but quickly begins to clean up and turn off the television, "Fine, I'll just be boring, robot Spencer." Spence grumbled as she shoved the trash into the small trash bin. "Did you know that junk food makes me hungrier?" Spencer asked Steve who was fixing up the couch.

"Of course I do," Steve replies, "I wouldn't be your best friend if I didn't."

"I wonder if Nat and Clint will visit out of guilt that we were almost killed by a terrorist." Spencer said mostly to herself but she knew Steve would have heard her as well, "I hope so because they've been neglecting us."

"They're busy."

"So?" Spencer sassed, "Because killing people takes up so much time."

"You definitely need a mission," Steve laughed, "You're getting to angst-y for my taste."

Spencer began to pull a black sweater over her body since it would be cold outside, "With what happened today, I doubt they'll let me take missions anytime soon," Spencer sighed missing the freedom of having missions all over the world, "And if my dad finds out about my nightmares, he'll keep me locked up in D.C forever." Spencer cringed at the thought.

"Are we keeping that from him?" Steve asks.

"Duh," Spencer widens her eyes at her best friend, "He'll totally freak, Steve, please keep this between us, okay? I don't need him freaking out about me." Steve sighed because he hated secrets but when it came to Spencer and that puppy dog look on her face, he could never say no. Spencer was his little sister and Steve would do his best to keep her demons from her father.

"Fine," Steve relented, "But you have to tell me when you have these nightmares, okay? And explain them to me in detail."

Spencer bounces her head eagerly, "Deal!"

The young assassin saunters towards the bathroom to brush her teeth, "Do you think they have dumpster diving in D.C?" She asks loudly with a large grin on her face that makes Steve rolls his eyes.

* * *

 _ **So, this is just a filler chapter. I kinda had to get it out of the way because I didn't want to suddenly just start the first chapter of Winter Soldier. So, this is the last chapter for Iron Man 3. Tony decides to go about it alone without Spencer and Steve. The next chapter we start WS! Yay! Then we'll finally be onto Avengers: Age of Ultron! PIETRO HERE WE COME, SWEETIE! Sorry for any errors and the shortness of the chapter.**_

 _ **p.s this week I will update this story again. I feel bad that it's taken so long to get to this point, so, either tomorrow or Friday, I will put up the next update for this story.**_


	21. N I N E T E E N

"Can you not mess with my hair, Spence?" Nat grumbled swatting Spencer's hand for the tenth time in the last twenty minutes. Spencer pouted and plopped back down into the tiny backseat of Nat's shiny new car, "I know you like it shorter but I like it at this length." Nat told her _again._ Spencer just rolled her eyes and continued grumbling about Nat's hair length.

Spencer couldn't imagine why her Mother Assassin would want to grow out; Spencer liked short hair and thought long hair was too much of a hassle to deal with. Spencer ran her fingers through her freshly cut locks and smirked. In California, she had been convinced by Tony and Pepper to let it grow out until she moved out to D.C and Spencer never felt happier chopping off inches of dead-weight off her head before.

"It just gets in the way." Spencer grumbled like a sullen child, "Now, people won't get us confuse; they won't call us sisters anymore."

"That's what you're worried about?" Nat snorted with mild amusement, "Are you sure you're twenty-three? You act like a fifteen year old." Nat told her which made the younger assassin beam brightly.

"I look that young?" Spencer chirped.

"You sure act like it." Nat sighed shaking her head; Nat knew insults went right over Spencer's head and especially when they came from her or Clint. Sometimes, the young girl was too mellow and it irked Nat that nothing seemed to bother Spencer a lot these days. Nat always liked pissing people off; it was one of her best qualities.

Nat pulled up to where Steve and some African American fellow were chatting which sparked interest in Spencer; Steve was an altogether friendly person but found it sorta difficult to make new friends since most people gawked and nearly pass out when they find out that Steve is actually _Steve Rogers_ aka _Captain America._ This dark chocolate fellow didn't seem to be fainting or even gushing over Steve and it put him in Spencer's good books.

Both men turned towards the car and Nat rolled down the window with a small smirk, "Hey, fellas," Nat breezily greeted, "Either one of you know where the Smithsonian is?" Spencer started giggling wildly in the backseat which made Steve sigh, "I'm here to pick up a fossil."

Spencer's bubbly laughter exploded out of the car and Steve exhaled with a snort while the African American fellow chuckled. "That's hilarious." Steve dryly stated as he got into the car with Nat and Spencer.

"I wish I would've come up with that one, Nat!" Spencer panted from her laughter and Black Widow and Shockwave fist bumped each other, "That's a good one; I bet Tony will love that one once he hears it."

"How you doing?" The other man kneeled down to peer at Nat and Spencer's huge head popped up from in between the seats to grin brightly at the chocolate man.

"We're great but we gotta blast!" Spencer told him.

"Can't run everywhere." Steve shrugged his shoulders.

The man chuckled lightly, "No, you can't." Before Nat rolled up the windows and pushed on the gas pedal. Spencer leaned back into the comfy leather seats with a yawn while Steve turned his body to get a better look of the young woman.

"You finally cut your hair after _months_ of complaining." Steve smiled at her.

"Well, duh," Spencer smirked, "Short hair, don't care!"

"You just wanted an excuse not to do your hair, you lazy shit." Nat scoffed and was awarded with a giant smile from Spencer. Steve took note of Spencer's way too bright and happy attitude this early in the morning and knew something was off.

"Why are you so happy this early in the morning?" Steve asked.

Spencer smirked, "We're going on a mission." She said obviously and added, "Together." Which surprised Steve; most of the time Steve was tagging along with Nat and Spencer was sent to do other important missions. Both parties would be gone from a single night to weeks depending on the mission, so, it was surprising to hear that the three amigos were finally getting a mission together.

"Well, Nat and I have great chemistry, you know." Nat's face stretched into a huge smirk because one thing that did irk Spencer more than anything was someone trying to steal what she thought was hers and hers only aka Nat trying to steal her best friend, Steve from her. Steve recently has found _great_ amusement, like Nat, in watching Spencer get jealous.

Spencer narrowed her eyes because she knew Steve was trying to get her riled up, "I bet." Spencer replied with a light shrug, "You know, there's this guy on my team—what's his name? Oh, I think it's Jason and he's so fucking hot, like, hotter than Zac Efron and Theo James combined,"

"That hot?" Spencer heard Nat whisper.

"Yeah, _that_ hot and I feel like Jason and I have some great chemistry too, ya know, he's so thoughtful and actually funny—"

"Shut up," Steve sighed with dread on his face because he hated hearing Spencer gush over men because Steve was _just_ as possessive and protective over Spencer as she was with him, "I get it, no more taunting you." Steve muttered feeling deflated for being caught in his game.

"Wait, so, you don't like him?" Nat questioned.

"He's alright." Spencer shrugged watching the excitement die from Nat's eyes, "What? You're that invested into my love life?" Spencer teased.

"You're love life is the same as Steve's," Nat sighed sadly because she really needed to get these two home-bodies dates or something, "Nonexistent."

Spencer laughed, "Ouch that hurts." Spencer put her hand to her heart, "Sorry, I got no time for sexy men in my life, well, Steve doesn't count because he's my bestie." Spence winked at her best friend and said best friend awkwardly looked away with a blush on his face.

"Do not refer to me as _sexy,"_ Steve shivered with light disgust, "Actually, never say it again because hearing that word coming from your mouth is sinful."

It made both assassins laugh out loud at his discomfort.

* * *

It was hours later and the trio was on a _SHIELD_ plane somewhere in the Indian Ocean. The plane was full with other non-important _SHIELD_ soldiers and Spencer felt oddly claustrophobic. They were all gathered near the screen where the old but handsome leader of the fire-team was giving them updates on what was happening on some ship that Spencer didn't care about.

While Nat and Steve paid attention to detail…Spencer was shoving chocolate into her mouth like there was no tomorrow. It wasn't until Spencer heard Steve giving orders and her name that she perked up from her spot beside the two, she chewed excitedly as Nat sent her a glare and whacked the back of her head to which Spencer whined.

"Can you pay better attention?" Nat chastised her star pupil.

Spencer rubbed the back of her head, "I was paying attention and like you stated, it's not that complicated," Spencer grumbled, "It's basically a rescue mission which is fucking lame but hey, I get to spend quality time with my best friend." Spencer shrugged before skipping over to Steve who was getting geared up.

"Chocolate is going to give you diabetes." Steve reprimanded her.

Spencer rolled her eyes as she strapped guns and knives to her body before taking out her dual wields which were strapped to her back, and made sure they were sharp and tip-top for the mission. "Steve, you keep forgetting that we basically share the same insanely fast metabolism," Spencer was content with her blade and placed them back into their sheaths, "Chocolate is burned way too quickly in my stomach to cause any health problems."

Steve grumbled something under his breath as Nat came to join them, "So, any plans this Saturday?" She questioned knowing _very well_ that these two idiots would probably sit at home, watching movies, and stuffing their faces with junk food just like any other day.

Spencer and Steve looked at each other, "Do we?" Steve whispered to her.

Spencer chewed on her lip with a thoughtful expression on her young face, "I want to say we do have plans to get Nat off our backs but you know, we never do have plans." Spencer sighed with defeat as Nat smirked with mirth.

" _Coming off on the drop zone, Cap."_

Excitement sparked in Spencer's stomach as Steve slammed his fist on the big button that lowered the back platform. Spencer grabbed her hoverboard from its' hiding place and wiggled it, "Fitz upgraded my baby, isn't it amazing?" Spencer cooed.

Nat ignored the young assassin because Spencer was hopeless, "You know, if you ask Kristen out from Statistics, she'd probably say yes." Nat told Captain America and watched with barely concealed amusement as both old man and annoying young adult reply in unison.

"That's why I don't ask."

"That's why he doesn't ask."

Steve was strapping on his helmet as Spencer slapped a pair of goggles to protect her eyes. Shockwave and Captain America near the edge of the platform as Nat called out with humor, "Too shy or too scared?"

"Too easy!"

Too busy!"

The two jumped off the ledge and into darkness.

Spencer adjusted her hoverboard under her feet and watches with interest as her feet sunk into the thin board and were encased. Her short hair smacked the sides of her face as she plunged into nothingness; she could barely see Steve's figure but that didn't worry her much. Once Spencer broke through the thick, storm clouds she was able to see the bright lights of the large ship and caught a glimpse of Steve tucking his body tighter and diving down into the water like a bullet. Spencer kneeled on her board and tucked her body in slightly as the board dived down too and it made her stomach have this squirmy feeling that she always hated.

She didn't quite land in the water like dramatic Steve but landed silently on the helicopter pad. She glanced over one side to see Steve climbing up the ship's chain like some sort of monkey and couldn't help but to giggle quietly. Just as Steve was reaching the edge of the ship, a bad guy was walking by. Spencer silently dropped down on the guy and plunged a knife to his neck. He fell to the ground without a sound and Steve shook his head, "I had him."

"Yeah, but I had him _first."_ Spencer smirked.

Steve shook his head, "You take one side and I'll take the other?" Steve asked trusting Spencer and her skills with his life. Spencer bounced her head and Steve watched with amusement as one of her curls got into her face and she angrily swatted it away, "Hair troubles?" Steve mused.

Spencer flipped him off before sauntering off to the other side of the helicopter pad to being her assault, "Try to keep up, old man." Spencer snickered as she unsheathed her blades and her hoverboard detached from her feet.

"Ha, ha." Steve dryly stated.

Spencer moved quickly and silently and unlike Steve, she left none alive. Spencer knew Steve would knock most of the bag guys out and _SHIELD_ only needed so many prisoners; She had no qualms in slaughtering bad guys and she knew that bothered Steve but luckily, Steve wasn't with her.

Her blades cut down her enemies in spilt seconds and her body never stopped moving as she spun, kicked, jumped, and attacked with inhuman grace. Blood freckles adorned her cheeks as she decapitated some random bad guy before moving forward towards the middle of the ship. She could hear Steve beating on bad guys through the occasional grunt and metallic bang that came from his shield.

Spencer jogged behind some random and swiftly silt his throat and walked around the corner to see Steve being held at gun-point. Steve turned slightly towards the guy and Spencer was quick to throw five throwing knives into the guy causing him to slump to the ground.

"Nice aim," Steve commented as Spencer joined him, "Maybe five was excessive?"

"Nah," Spencer brushed Steve's comment off just as Rumlow, Spencer wasn't sure and wasn't bothered, "Go big or go home, right?" Their team began dropping out of the sky and right as Nat dropped onto the ship's floor, she was running her mouth again.

"What about the nurse across the hall? She seems nice." Nat persisted.

"Steve doesn't seem attracted to blondes." Spencer pointed out.

"Secure the engine room, and then find me a date." Steve ordered looking desperate to get Nat to shut up about finding him a potential girlfriend or date or whatever. Steve briefly wondered why Nat didn't hassle Spencer at all like Nat did with him.

"I'm multi-tasking." Nat grinned before jumping swiftly over the railing to the lower deck. Steve did some wild parkour that left Spencer rolling her eyes and shot a dart mic to the window of the captain's quarters. Spencer rode up to Steve's position on her hoverboard and gave Steve a goofy smirk when Steve looked down at her hoverboard with disdain.

They crept around the side until they reached the front of the captain's quarters and saw two men pacing in front of the large windows. _"Targets acquired."_

" _S.T.R.I.K.E in position."_ Rumlow confirmed through their earpiece.

"Natasha, what's your status?" Steve questioned into his mic.

Spencer decided that it was time for some chocolate and happily munched away. Steve heard chewing and sent Spencer an exasperated look, "Seriously? Right now in the middle of a mission?" Steve scolded her but there was a hint of amusement on his face—as serious as Steve was during missions, he never failed to be amused by Spencer's child-like antics.

"Did you want some?" Spencer asked with some chocolate residue on her cheek.

"Status, Natasha." Steve ordered.

" _Hang on!"_ Nat responded back.

"I have another bar." Spencer mumbled patting her body for the second chocolate bar she placed _somewhere._ "Where is it?" Spencer growled knowing she stashed a second bar on her before jumping off the plane.

" _Engine room secure."_ Nat spoke up a few seconds later.

"On my mark," Steve whispered ignoring the almost frantic patting sounds coming from Spencer and her muttering, "Three, two, one." Steve turned to Spencer who looked ready to kill, "Nat stole your second chocolate bar." Steve ignored the string of colorful words that came from Spencer's mouth, "Are you ready?"

Spencer growled, "I'm going to kill her."

"Let's go." Steve chuckled running towards where the lead French dude was at in the ship's control room. Spencer followed Steve with plots to kill Nat for stealing her second chocolate bar. Steve flung his shield into the front window and it slammed into the second guy knocking him out instantly. Steve helped Spencer jump into the control room first and shortly followed after. Their perp began running as Spencer grabbed Steve's shield and threw it over at him and the two began chasing their bad guy.

" _Hostages on route to extraction,"_ Rumlow spoke, _"Romanoff missed the rendezvous point, Cap."_ Rumlow added as Spencer and Steve ran off into some corner of the ship with no signs of the French guy. "Hostiles are still in play."

"What is Nat doing?" Spencer grumbled, "She has all the fun, I swear."

"Natasha," Steve panted into his mic, "Batroc's on the move, circle back to Rumlow and protect the hostages," Spencer stayed back watching Steve's back for any other surprises, "Natasha?" Steve called her name again when Nat didn't answer.

"I'm going to stab you, Nat, I swear." Spencer hissed into her mic with malice before she saw Steve being kicked back by Batroc as he rounded the corner. Steve grunted as he rolled back and Spencer ran over to help but Steve gave her a glare to stay back.

She huffed and lingered back as the two men began fighting as if they both held some personal vendetta against the other. The young assassin watch the back and forth jabbing and punching before Steve managed to push Batroc back a few feet onto his back but Batroc swiftly jumped on his feet and the Frenchie gave a growl before attacking Steve with vigor.

"I need someone to dramatically fight." Spencer shifted with boredom.

Steve managed to knee Batroc in the stomach three times and Batroc stumbled back but for some reason did three dramatic back flips and glared at Steve. "Well, that was dramatic and unnecessary." Spencer commented to both men, "I will give you a eight but only because you stumbled in the beginning."

Batroc shot her a glare that clearly meant, _what the hell is wrong with you?_

Batroc turned to glare at Steve before speaking to Steve in French, " _I thought you were more than just a shield."_ It was a clear challenge and Steve was never one to back down from a challenge.

Steve relaxed his pose and strapped his shield to his back and took off his helmet before responding in French, _"Let's see."_ Steve and Batroc began fighting without the intrusion of the shield and Spencer was beginning to feel quite bored with this duel.

But Steve didn't need his shield to beat Batroc and he made that quite clear. Spencer watched her best friend beat the crap out of Batroc and chanted, "That's my best friends, that's my best friend." Which only fired up Steve even more.

Steve dazed Batroc with a fancy flip kick to the guy's head and then proceeded to tackle the guy into a door and into a dark room. Spencer followed and saw Batroc knocked the hell out, "That's my best friend, you bitch!" Spencer smacked Batroc's face with a smirk.

"Well, this is awkward." Nat's voice caught Steve and Spencer's attention.

Spencer peered over to her mentor and saw her leaning over the row of computers, "What are you doing?" Steve asked with a hard tone to his voice.

"Backing up the hard drive," Nat responded nonchalantly, "It's a good habit to get in to."

Spencer skipped over to Nat and jabbed her sides with small currents of electricity, "That's for stealing my candy bar." Spencer snapped as Natasha hissed in pain and held onto her side.

"Rumlow needed your help," Steve hissed at Nat, "What the hell are you doing?"

Steve looked up at the screen and realized what Nat was doing, "You're saving _SHIELD_ Intel." Steve spoke as Spencer sat on top of the desk and wished this mission over as soon as possible.

"Whatever I can get my hands on." Nat responded with a small smirk.

"Our mission was to rescue hostages," Steve snapped angry that Nat would pull something like this off but Spencer was already used to Nat and her side missions on missions, so, the young assassin stayed out of the older adult's conversation.

"No," Nat spoke, "That's your mission." Spencer could see that Nat's tone irked Steve a lot, "And you did it beautifully." Nat grabbed the hard-drive and was about to waltz off but Steve grabbed her arm and jerked her towards him with an expression of anger.

"You just jeopardized this whole operation." Steve seethed.

"I think that's overstating things." Nat responded with some sass.

All attention went onto Batroc, whom was supposed to be knocked out, and suddenly he was throwing a bomb towards them. Steve pushed Nat to the side and used his shield to whack the beeping, red device to the side and away from them. Spencer was already shooting one of the windows across from them and all three of them jumped into the next room right as the bomb went off. Spencer felt a few shards of glass embedded into her skin and hissed as Steve looked over both her and Nat.

"Okay," Nat panted with a sour look, "That one's on me."

Steve gave her a furious look as he carefully pulled out a few shards of glass from Spencer's arm, "You think?" Steve snapped, "You could've gotten us all killed."

"Steve," Spencer sighed tired of the bickering that would ensue between the older two adults, "Can we just not? Nat made a dumbass mistake." Spencer flinched when Steve had to dig a little deep into her skin to fish out another shard, "You owe us." Spencer sent her mentor a harsh look.

"Damn right." Steve huffed pulling Spencer on her feet, "I got most of them but we should see a medic to double check." Steve told her and Spencer nodded feeling a few shards still embedded into her body but for the ones that Steve picked out, those wounds were already healed.

Nat watched with slight remorse as Steve ushered Spencer out.

The Black Widow sighed, "Clint is gonna kill me."

* * *

 _ **So, firstly, I apologize for any errors. If you see anything that I might have gotten wrong, well, ignore it because I'm pretty sure I got something wrong but I'm too lazy to go back and check my word, hehe. Secondly, I hope you all like this chapter! It's a bit longer then my recent chapter! I got really into this chapter and the next one is going to be longer, at least I hope!**_

 _ **Question: Do you think that Spencer should be on Team Stark or Team Steve? I'm not even fully sure where I want her when Civil War comes because we still have the rest of WS and AUO to go through but I just want personal opinions!**_


	22. T W E N T Y

"Did Fury tell you about his granddad?" Spencer smirked as she leaned against Steve's beloved motorcycle the next day. Spencer had let Steve talk privately with her Godfather knowing that Fury would eventually tell Steve what was going on underneath _SHIELD_ and why it was imperative to keep their secrets, well, _secret._ Spencer figured that Steve wouldn't be too happy about her knowing but honestly, she wasn't in her place to tell him in the first place.

Steve sent her a mild glare, "You knew?"

"About his granddad loving people but not trusting them?" Spencer played coy.

Steve stood in front of her with his arms across his chest, "Spencer," He warned letting her know that he was not in the mood for games at the moment, "I'm way too tired and irritated for the usual Spencer-ness sarcasm." Spencer deflated a little before standing up a bit straighter.

"Yeah, I've known but Fury made me swear not to tell you _just yet,_ okay? Don't be mad at either one of us, okay? Those advanced hellicarriers are being made and modified to keep our people and planet protected. _SHIELD_ would never use them to eliminate humanly threats even though that's how Fury made it sound like." Spencer told her best friend as Steve handed her his helmet, since he rarely used one despite Spencer's disapproval.

Steve heaved a sigh, "It's just a lot to take in. I feel like I can't completely trust Fury."

Spencer nodded in understanding as Steve swung a leg over his motorcycle and plopped down on the seat. Spencer follow his movements and nestled herself snugly against his back and wrapped her arms around his waist, "I know it seems like that and especially with Fury but he does what he does in order to keep our planet and people alive and kicking. He would never do anything that would fuck us over." Spencer told him confidently, "Except that one time he tried making weapons of mass destruction and tried blaming it on Thor."

Steve couldn't help but to snort as he kicked off the stand and revved his beauty to life, "I wanna go somewhere." Steve told her over the roar of the engine.

"Ooh," Spencer sounded excited, "Are you finally letting me take you to a strip club?" Spencer sounded way too excited and eager that it almost concerned Steve but it dismissed it because…well, this was Spencer.

"No," Steve sighed, "We're going on a field trip to the museum."

Spencer made a face, "A museum?" She didn't sound very eager and excited now which made Steve roll his eyes and chuckle lightly.

"Yeah, now, hold on." Spencer didn't need to be told twice and it wasn't long until they were zooming through the streets to Steve's destination leaving Spencer wondering what would spike Steve's interest enough to go to some old and boring museum. Thirty minutes later and Spencer was groaning.

"Are you serious…" Spencer muttered as she gazed up at the Smithsonian, "Steve, I love you, I really do, but why are we here?" Spencer questioned as Steve slapped on a baseball cap on his head which set Spencer off. Steve looked serious and almost…sad? Spencer reached out to gently poke his shoulder, "Hey," Her voice softer now, "Steve, what's wrong?"

Steve looked up at her with this strange look in his eyes, "I just want to see something." He admits quietly, "We won't be here long, okay? Just indulge me."

Spencer nods and takes off her helmet and sets on the motorcycle. The two superheroes do not take long in venturing inside the large museum and Steve is glancing around looking for something certain and tugs her along towards…the Captain America exhibit? Spencer looks up at Steve with confusion but the First Avenger isn't really paying her any attention and is instead gazing at the herds of people going up to the upper levels to his exhibit. Spencer remains quiet but her eyes stay trained on her best friends with worry.

They walk into the beginning of his exhibit which intrigues Spencer surprisingly. Steve is looking on with mild interest and a distant look in his eyes—perhaps he was living through his former life? Steve gazed at the screens and memorials on the walls with some sort of sadness and fondness. Spencer looked at the former Steve and how he had been before the serum, "You were adorable." Spencer mumbled feeling the utmost urge to protect the former and precious Steve.

Steve turned towards her, "Seriously?" He didn't look like he believed her.

Spencer towards her best friend with furrowed eyebrows, "Yes, I'm serious," She spoke slowly in a way that Steve knew very well—he had offended her, "Why would I lie about how adorable you were back then? You _were_ and had I been born in that time era, I would've protected you at all costs." Spencer told him while she looked him dead in the eye despite their different heights.

In the background, kids laughed and giggled while parents snapped pictures. A strong, accented voice drawled over the overcome giving information about the First Avenger. Steve lowered his gaze to his shoes and apologized to Spencer, "I didn't mean to sound so harsh."

Spencer pursued her lips, "I guess since I love you I'll forgive you." Spencer smiled as Steve looked at her. Sometimes, it was hard to imagine that Steve managed to find such a loyal and quirky friend that actually cared for him…because of him and not who he had been. Talking to Spencer about his problems always came easily but some things…were harder to talk to with her.

Steve spotted a small kid gazing at them with wide eyes while all the other kids laughed and goofed around. Spencer followed his gaze and the kid's mouth dropped slightly. Spencer snorted while Steve put his index finger to his lips and silently told the kid to keep it a secret that he was there. The kid, still in a daze, nodded and Spencer winked at him before the two went further into the museum.

They eventually wandered into a larger exhibit where on a platform in the middle of the room stood the former uniforms of Captain America and his former team. Spencer gazed up in wonder at the six men that dutifully stood beside Steve during the war and wondered how hard it must be for Steve knowing that they were all gone but he continued to live on.

Spencer looked over at Steve and saw the face of someone who missed and longed for his former comrades. She reached out to gently grasp his hand and Steve looked at her with a quizzical look before giving her a thankful smile. Steve turned and caught sight of a familiar face that made his stomach squirm.

Spencer followed him to a screen of Bucky Barnes…Steve's old childhood best friend and right-hand man. She saw the sadness in his eyes as he gazed at the picture of his former best friend and it stung Spencer to see him with such an expression on his usually smiling face. She squeezed his hand and he began to trail off into another part of the exhibit.

They ventured into a room where it showed footage of Agent Peggy Carter speaking about Captain America and both took seats on the bench in front of the screen—beside them was a mother and her young daughter. Spencer stared at the woman that captured Steve's heart and still had his heart to this day. She was beautiful, Spencer thought softly, with her almost black pinned up curls and porcelain skin…no doubt wearing red lipstick that was iconic back in those days. Peggy held herself high and proud and spoke intelligently…no wonder why Steve loved her so fiercely.

Spencer, too interested in watching Peggy speak, didn't notice Steve fiddling with something in his hands. Spencer listened and felt her heart give into heartache because she could only fathom who Steve must feel in this moment…reliving these memories and seeing faces that were, well, dead and gone from this world. Well, except for Peggy. Peggy was still alive but old and fragile now.

Steve dropped off Spencer at their shared apartment stating he was off to some engagement, "Going to see Peggy?" Spencer decided it was time to let Steve know that she knew where he sauntered off to daily. Steve looked at her for a moment surprised before smiling sadly.

"I thought I was more secretive." Steve said softly.

Spencer grasped his hand, "You don't have to hide away that part of your life from me, Steve, I know I can't fully understand what you're going through but I can _at least_ try. You can talk to me, ya know? I know I can't replace Bucky or your other comrades but…"

Steve shook his head, "You can't replace any of them because you're up there with them," Steve said softly as he smiled up at the young woman, "Spencer, you mean so much to me and I know with my entire heart that you would do anything to make me feel normal…but it's hard to talk about these things because despite how long it's been…it's still very fresh in my mind." Steve told her.

Spencer smiled and wrapped her arms around him and kissed his forehead, "Tell Peggy I said hi and I'm the new person who gets to babysit you now." Spencer playfully said to him. Steve held onto her for a few seconds enjoying her warmth and presence before letting her go.

"I will and she is eager to meet you." Steve smiled.

"Well, whenever you're ready to let me meet her." Spencer beamed back at him.

Steve nodded and kicked the stand off and sped down the road. Spencer watched him drive off with a small smile of concern before shaking her head and going into her apartment. "Well, let's see what we can do until Steve gets home." Spencer mumbled to herself as she went inside her apartment complex and towards her shared apartment with her best friend.

Cooper was there to happily greet her and she found a package from Tony—mostly dog food from the brand he was starting up. Tony had tested it out and was in the process of massive producing but he needed to be absolutely sure that Cooper would actually like the food first before spending it out through the country. "Look, baby," Spencer cooed as Cooper whined beside her, "Uncle Tony sent you his new dog food."

Spencer let her beast rip the box apart until he reached the dog food accompanied by dog toys and treats all by Tony's new brand. Spencer was honestly impress that Tony actually went through with his word on making a dog brand in his name and plastering Cooper's face all over. She couldn't help but to giggle at Tony's unhealthy obsession with her doggie. Seeing Cooper's food dish almost empty, Spencer decided why not feed Cooper the food he inspired Tony to make.

"Alright, buddy," Spencer mumbled going over to retrieve the large doggy dish, "Let's see if you like Tony's dog food." Spencer peered at the several eleven pound bags, all which were flavored Cooper's _favorite_ foods, and selected gravy steak with carrots and pees. Cooper obediently sat down and waited for his food with his tail wagging a thousand miles per hour. Spencer set his bowl on the ground and Cooper remained looking at her with excitement. "Go on," Spencer smiled with a giggle, "Eat your food."

Cooper dived straight into the bowl and greedily began to eat. Spencer looked over the new toys and treats Tony had sent them and suddenly her phone was ringing before she got a chance to fiddle with the cool looking toys that looked pretty sturdy. Spencer dug around in her bag until she felt her phone and quickly answered, "I am pleasantly surprised, Tony." Spencer spoke with a grin.

Tony asked, "Jarvis just notified me that the package was opened, does he like the food or the toys or the treats?" Tony asked hurriedly and eagerly.

Spencer sat back down beside Cooper and laughed, "He seems to really like it and wow, the ingredients are pretty top notch," Spencer told him, "And you said you were selling for a decent price?"

"Yeah, I mean, I already make millions, if not billions, of dollars. I tried that _Blue Wilderness_ crap and it was seriously _way_ overpriced. I'm still consulting with Pepper on prices but she also agrees that we should target a medium price range." Tony babbled on cutely.

"Well, Cooper seems to enjoy his food _very_ much. I mean, he's wagging his tail which I've never seen." Spencer told her close friend as Cooper barked in agreement, "Did you hear him?" Spencer giggled.

"Pepper, Cooper _really_ likes the food," I hear Tony giggle to Pepper, "And the toys and treats?" Tony demands.

"I just literally opened the box and fed my dog, Tony; I wasn't even able to toy with the dog toys before you called." Spencer snorted as she looked at the array of balls, rope toys, Frisbees, squeaky toys (loads and loads of different squeaky toys since those were Cooper's favorites), and socks that Tony specifically made for dogs to chew on. Tony had told Spencer that he used a pheromone that would attract dogs to chew on those socks and not on human socks.

"I'm eager to hear about the doggy socks because we all know how Cooper _loved_ to chew on my socks when I was over." Tony drawled, "Anyway, I don't hear Steve, is he there?" Tony asked.

Spencer got up and went to sit on the comfy couch, "Nah, he went off on an errand. I didn't feel like joining since we just got back from a mission early this morning." Spencer even gave a loud yawn, "It was our first mission together, how cool is that?"

"Very cool," Tony muttered before asking, "Okay, so, has he tried any of the toys _now?"_

"Tony, you just asked five seconds ago." Spencer deadpanned.

"Ugh, whatever, Pikachu," Tony muttered with disdain, "I'll call later to find out how he liked his toys and you better tell me!" Tony hung up rather rudely but that was just Tony. Spencer rolled her eyes and dumped the large amount of toys on the ground and plucked off the three bags of doggy treats and set them in Cooper's doggy cabinet by the front door.

"And I'm going to take a nap because I deserve it." Spencer mumbled moving Cooper's bowl to its original place. Cooper had already eaten half of the bowl and was now following her to her bedroom. Spencer and Cooper snuggled together on the bed and it didn't take long for both animal and assassin to fall asleep.

Spencer had nightmares again—the similar dreams almost every night. She would be back in her cell in whatever compound _HYDRA_ had her in and there was no way of escaping, the jackass who experimented on her would taunt her mercilessly until he gave orders to the man whose face she could never see to kill her—always the same.

She rarely woke up screaming like she did when the first nightmare struck her but she woke up to Cooper whining softly. Spencer groggily got up and saw a dark mass entering her room, "Steve?" But it wasn't Steve and by the way Cooper was reacting, it was someone she knew. She rubbed her eyes and was surprised to see her Godfather.

"Nick?"

"Hey, sweet-pea," It was dark and already night, "I need you to do me favor." He coughed and Spencer was on her feet in seconds, "No, stay in bed," Nick told her strictly, "I'm fine…It's imperative that you listen to me, okay?" He whispered to her. Spencer lowered her gaze to see if he was hurt since she saw the blood on his face but she nodded when she didn't see any major injuries.

"Stay in bed with Cooper until Steve comes, okay? I'm going to play some music in a few seconds and I'll come right back, okay?" Nick told her in a voice that was just barely above a whisper, "I'll explain everything." Spencer nodded and quietly sat back down on her bed and ordered Cooper to stay on the bed too.

The canine whined almost too quietly but obeyed. Cooper knew something was wrong. Nick sauntered silently off into the living room and began playing Steve's record player and Spencer heard him shuffle around with her enhanced hearing before he came back into her room. He sat down next to her and said in a barely audible voice, "We've been compromised."

Spencer exhaled, "By who?"

"I'm not sure but I was attack earlier and barely managed to escape," He told her, "I need to talk to Steve before I'm able to move."

"What about Maria? What about my dad?" Spencer whispered with concern.

"I'm not entirely too sure about them, Spencer." Nick told her and that made her stomach drop, "I need you to try to go back to sleep until Steve comes back and until then...we can plan our next move." Nick murmured.

Spencer nodded though she doubted she could go back to sleep but she would try, "I have your weapons on your nightstand in case anything happens, okay?" He reassured her. She was quiet as Nick got up and went to sit in the living room to wait for Steve.

Spencer lied back down and her mind was racing with worry and urgency. She was worried for her friends and especially her father. She wanted so badly to text him but she knew it was a bad idea. She tried to settle her thoughts as Cooper curled up beside her. She wondered where Steve was and wondered if he was alright.

Going back to sleep was not an option.

Luckily, it wasn't long until Steve came home but he came in through her window. She sat up as Steve crept into the room and she met his concerned gaze. "Someone is here?" Steve furrowed his eyebrows.

Spencer nodded, "Nick." Spencer got up and beckoned Steve to follow, "Stay." She quietly told Cooper. She and Steve walked towards the living room to find Nick slumped into a chair in the corner. Steve looked at Spencer in bewilderment and looked at Nick with question.

"I don't remember giving you a key." Steve remarked.

Nick grunts and sits up a bit more in the chair, "You really think I need one?" Nick scoffed, "And besides, I'm here to see my goddaughter." Nick gestures towards Spencer. Steve looked at the young woman with confusion clearly written on his face.

"My wife kicked me out." Nick finally said.

"I didn't know you had a wife." Steve frowned glancing at Spencer for confirmation.

Spencer had a strange look on her face as Nick said, "There's a lot you don't know about me."

Steve frowned even more towards Nick, "Yeah, and that's the problem." Steve turns on the light and saw the state that Nick was in. Nick put his finger to his lips asking for silence before turning the light off again. Nick turned to the phone in his hand and typed something before showing it to the both of them.

 **EARS EVERYWHERE**

Steve realizes that something is going on and Nick continues, "I'm sorry to have to do this, but I had no place else to crash." Nick types another message and shows it to them again.

 **SHIELD COMPROMISED**

Steve's eyes widen slightly as the realization dawns on him how grave the situation was. Steve looks at Spencer and her expression is grave as well. "Who else knows about your wife?" Steve asked quietly.

"Just my friends." Nick replied getting up and showing them another message on his phone.

 **YOU, ME, AND SPENCER**

Steve stares at Fury for a moment and before Steve could say anything bullets are hitting the wall behind Fury and Steve is grabbing Spencer and dragging her to the ground as her godfather cries out in pain. "Nick!" Spencer shrieked in horror as he falls to the ground. Cooper is barking from her bedroom and she's thankful she made him stay in the room.

The bullets sound incredibly heavy as they went through and into her godfather. The bullets stop for a moment and Spencer and Steve are quick to grab Nick by his arms and into safety behind the counters of their kitchen. "Nick, oh my god," Spencer repeated in panic as she tried to apply pressure to the wounds but he had been hit too many times and the bullets had not been small.

"Stay here with him," Steve ordered about to go after whoever had shot at them but Nick latched onto his arm tightly making Steve look down at Fury.

Nick held something out towards Steve—a USB drive. Nick was coughing up blood and Spencer felt tears stinging in her eyes as Nick told them "Don't trust anyone!" Nick coughs and Steve pockets the drive into his pocket as someone kicks down the door.

"Captain Rogers? Spencer?" A familiar voice calls out for them.

"Nick," Spencer sobs, "Hold on, okay? I can get you help."

Spencer could hear Steve and apparently the nurse from across the hall speaking and it turns out that _Kate_ is actually Agent 13 and she was assigned to _protect_ the both of them. "On whose orders?" Steve demanded angrily.

"His." Agent 13 gestured to Nick.

Spencer was leaning over him, crying. Agent 13 leans over Nick and checks his pulse and pulls out a walkie talkie, "Foxtrot is down and unresponsive. Send EMTS." Kate ordered as Spencer looked up at Steve.

" _Do we have eyes on the shooter?"_ A voice asked.

"Tell him I'm in pursuit." Steve states.

" _We're_ in pursuit." Spencer snarls.

* * *

 **SURPRISE UPDATE! :D I think I might be getting into the grove of updating regularly! Sorry for any errors and also, I thought it over and decided that most likely I will put Spencer on team steve BUT i am adding a plot twist that I've had since I started this story which you guys will hopefully enjoy! I'm so excited for the future of this story and I cannot wait for Infinity Wars to come out this year!**

 **So, how do you guys think Spenecr will react to seeing Bucky?**


	23. T W E N T Y - O N E

Spencer couldn't keep the imagine of the man who shot Nick out of her mind; the steel arm and the animalistic way he had looked as he easily caught Steve's shield and threw it back _towards_ her. Steve being Steve took the brute force of his shield slamming into his mid-section like a champ but that spilt second had been enough for that assassin to disappear into seemingly thin air. Spencer would remember his face and that steel arm.

Steve and Spencer stood in a separate room watching Nick as he was trying to be saved by surgeons; Steve stood against the two-way mirror, gazing at Nick intently, and while Spencer sat back into a chair with a thousand things running through her mind; she hadn't received any word from her father and she was insanely worried.

Maria Hill had been in the room but despite showing brief concern for Spencer when heroes first got there…Maria had been deathly silent and stuck to the shadow of the room much like Spencer. The room was too tense…it was almost suffocating.

Someone had been bold enough to take out her Godfather who was to say that they wouldn't' go after her father? Victoria Hand? Melinda May? Clint? Natasha? Her mind was forming an awful headache and Spencer wanted to take her frustrations out on something, _anything_ but at the moment, Nick needed her to be strong.

Steve glanced over at her and he couldn't form the words to ease her misery and frustration; he felt like a very bad best friend now. The doors to the room they were in were slammed open and Spencer felt some short-lived relief that Nat was okay and looked perfectly fine despite what had happened; it seemed like no one but Spencer and Steve had known that _SHIELD_ had been compromised. Both superheroes would have to be on high alert because there would be a massive target on their backs; Steve had to protect Spencer…for him it was easy to see that because of who her father was and who Nick had been to her, that it only made sense that whoever tried to take out Nick would go after her or her father.

Steve's muscles tensed at the thought—he couldn't lose Spencer, not if he had anything to say about it. Nat rushed in and immediately went up to the window, her eyes wide with slight shock, and Spencer noted that the Black Widow was wearing her civilian clothing.

"Is he going to make it?" Nat whispered looking around the room until they landed onto Spencer's hunched form in the back. Nat immediately went towards the young girl and gently cradled Spencer's face with her cold hands—speaking in silence, eyes saying everything instead.

"I…don't know." Steve watched the almost intimate exchange between the two women; bonded tightly like sisters or perhaps even a mother-daughter relationship seeing as Nat was quite a few years older than Spencer.

"Hey, baby spider," Nat finally broke the silence and vividly remembered how Spencer had been after that bastard Loki stabbed and killed Phil almost a year ago. The emotions were there but not as colossal and raw as before; it brought some relief to Nat because seeing Spencer in such a state before had almost became too much for Nat to handle; those looks she could take from everyone else in the world but not her baby spider.

Spencer looked at her with a look of loss and grief and there were unshed tears that Spencer was afraid to let out, "I haven't heard anything from my dad, Nat…" Spencer's voice was low and wobbly as the thought of something happening to her father _again_ was more painful than seeing him die in her arms.

"I'm sure he's fine, baby spider, your dad is tough but remember he's leading that new team now." Nat whispered back to her tucking some hair behind Spencer's ear, "He might be too caught up in something else to respond back at the moment."

Spencer gave a dull nod finding Nat's words bringing the young girl some relief and lessened her worries. Nat, reassured, that Spencer wasn't falling apart asked out loud, "Tell me about the shooter." Her voice had gained some iciness.

"He's fast," Steve answered turning his back towards the surgery and towards the two women. His expression was furrowed with agitation now.

"Strong…too strong almost," Spencer muttered with narrowed eyes full of venom.

"He had a metal arm." Steve added with a gruff voice.

"Ballistics?" Nat asked.

Maria answered, speaking for the first time in hours, "Three slugs, no rifling, completely untraceable." Maria's face was pulled into a scowl as if this information was a nuisance for her and Spencer could empathize with the woman. Whoever shot Nick had gone to great lengths to do so…

"Soviet-made." Nat stood by and turned to look through the window; watching as the nurses and doctors tried to save Nick Fury's life. Maria watched too, but Steve watched Spencer because he was now facing a challenge in trying to protect her. Nick had told them not to trust anybody but did that extend to Natasha and Maria? Both women had played a major role in Spencer's life…but surely they would never turn on Nick…would they?

It was severe frustration that boiled in Steve's veins at the moment. Though he worried for Nick's survival…his utmost concern and priority was Spencer. Spencer briefly worried about Cooper but knew her furry companion was safe; she had called in a favor from Stark to discreetly pick up Cooper and get him somewhere safe. At least she didn't have to worry about her furry best friend.

Maria glanced at Nat, "Yeah." Maria answered.

"He's in V-tach," A male nurse stated as Spencer rushed to the mirror and watched with horror as his vitals depleted.

"Nurse, help me with the drape." The doctor snapped.

"He's dropping!"

"Defibrillator!"

Spencer watched with a numb expression as the nurses and doctor scrambled like ants as they tried to bring Nick back to the land of living. Her heart stilled…everything around seemed to fade as she watched them try to save her Godfather's life. The nurses pulled back Nick's cover to expose his chest as they readied to use the defibrillator on the man.

"I want you to charge him at 100." The doctor ordered.

Spencer watched with tears streaming down her face as Steve grabbed a hold of her and pulled Spencer to his chest' Nat and Maria holding expressions of shock and horror; watching the man they worked for…die.

Nat was whispering under her breath, "Don't do this to us, Nick…Think about Spencer."

Spencer couldn't stand to watch and buried her face into Steve's shoulder with a muffled sob coming out of her mouth. Steve held onto her tightly but he couldn't make himself look away from the terrible ordeal happening before his very eyes; he had witnessed death…but not to this extent not when one of the most important people in his life was having her heart ripped out once again.

After two more attempts trying to bring Nick back, Steve took Spencer away. She trembled under his firm hold and an agent was able to guide them to a temporary room because Steve wasn't going anywhere with Spencer in such condition. Spencer laid curled up in the bed, the sheets over her trembling frame as she silently cried, her face was buried into her pillows that muffled her whimpers, and Steve could only listen and feel his heart break for Spencer.

Spencer fell asleep and for once, the nightmares never came.

She guessed she should be considered lucky…perhaps her mind had decided to be merciful that night…Spencer couldn't be bothered as she dreamed nothing but soothing darkness. Waking up to reality came too soon for her liking but eventually she found herself standing over her Godfather's dead body and found herself not being able to shed anymore tears.

Steve hung back and let Natasha embrace you into a tight hug; Steve found it surprising and interesting whenever Nat showed such tenderness towards you especially given her reputation as cold and heartless.

"I need to take him." Maria's soft voice came from behind Spencer and Nat.

Steve looked down at the ground not wanting to rush Spencer and Nat's mourning so soon…he pushed himself off the wall and came to stand behind the two grieving women. "Spencer…"

"I know, I heard." Spencer whispered as her lips trembled and the tears she thought were gone were now back and they were stinging the hell out of her eyes. Nat sniffled and touched Nick's bald head with a thousand things on the tip of her tongue but Nat stepped back and walked out of the room.

Spencer leaned down to kiss Nick's cheek and whispered, "I love you, Nick." A stray tear falling onto Nick's face and Steve pulled Spencer back, tucked her body against his, and guided her out of the room. Spencer paused before passing Maria and Maria offered a small smile and placed her hand on top of Spencer's head.

"Please, don't do anything reckless." Maria murmured because Maria and Spencer were somewhat similar in age, Maria knew that Spencer would take revenge and wouldn't stop until the man who shot Nick was withering in agony by Spencer's own hand.

Spencer gave a curt nod as Steve took her out of the room.

Natasha was waiting for them and suddenly asked, "Why was Fury in your apartment?" Her tone was sharp. Steve felt his jaw clench ever so slightly because he knew that Spencer would want to tell Nat but Steve wasn't keen on the idea…he needed to protect Spencer and Fury had told them both not to trust _anybody._

Steve answered before Spencer could, "I don't know." He even added a sigh for added flair. Spencer tensed under him for a moment but seemed to understand what he was doing and even though Spencer wanted to trust Natasha right now…Her godfather had told them not to trust anyone within _SHIELD._ Spencer didn't doubt Nat but she knew that Steve would doubt the older assassin given what happened on their last mission.

"Cap. Spencer," Rumlow sauntered up from behind them, "They want you both back at headquarters." And it sounded like there was no room for arguments.

"Yeah, give us a second." Steve responded going to turn his attention back on Nat.

But Rumlow added, "They want you _now."_ A strange urgency was heard in his voice that didn't sit well with Spencer. Steve tensed as Nat looked towards Rumlow with a sour expression for interrupting their conversation. The last place Steve wanted to go at the moment was the Triskeleton because that place would be _crawling_ with traitors but what other choice did he have?

"Okay, we heard you." Spencer pulled from Steve and glared at Rumlow, "But we need a few seconds, I just lost my fucking Godfather, Rumlow show some god damn compassion." Spencer's voice was fierce and full of anger and Rumlow knew better than to piss off the young assassin especially with Captain America and Black Widow at her side.

He held up his hands in surrender, "Sorry, but we are on a time limit." Rumlow stated before walking away.

Nat looked at Steve and gave her infamous smirk, "You're a shit liar." Nat turned to Spencer and her gaze and smirk softened instantly, "I know something is going on but I trust Steve to keep you somewhat safe, so, I'll see you later. I'll see if I can establish communication with your dad." Nat kissed her forehead, "Be safe, baby spider."

"Always." Spencer muttered as Nat walked away.

Spencer traded looks and it was obvious to Steve what Spencer was silently asking about. His gaze flickered to his pocket where the USB drive was tucked into his pocket before looking at the vending machine beside him; a work had it open and was fixing it. Spencer followed his gaze and although it was a major risk…it was better than walking into the Triskeleton with it in their pockets.

A few seconds later, Steve and Spencer were walking towards Rumlow who had been waiting for them down the hall. His team armed just a few feet away and it unnerved Spencer and a warning bell was going off in her mind. "Let's go." Steve said trying to look as casual as possible.

"You good, kid?" Rumlow asked looking at her.

"As good as I can be given that some asshole killed my godfather," Spencer remarked with some snark and gave Rumlow a terrifying smirk, "But don't worry because when I find the men responsible, I'm going to make them wish that they were never the sperm to win the race and been born."

"I feel sorry for the guy." Rumlow attempted to laugh but it sounded strain.

Spencer felt her fits clench…if this fucker had something to do—Steve draped his arm over her shoulder and whispered into her ear, "Not right now, Spencer." Spencer relaxed and begrudgingly calmed herself down.

"I feel sorry for his asshole because I'm shoving guns up his anus." Spencer continued as Steve fought the urge to smile because Spencer could be so child-ish in such a scary ass way.

* * *

Steve and Spencer suited up once they arrived at the Triskeleton; Both felt safer in their uniforms and despite not having guns or Spencer having her dual wields, at least Steve had his shield and Spencer had her enhanced powers.

They were escorted to the top of the tower to speak to Alexander Pierce; that alone sent an uneasy feeling in Spencer's stomach but they weren't given much choice, at least Spencer knew she was capable to sending the entire room to the ground with the blink of her eye in case anything was tried.

As Steve and Spencer rounded the corner, Agent 13 was exchanging goodbyes with Alexander Pierce and Spencer almost wanted to laugh at the sour look on Steve's face when Agent 13 greeted them both, "Spencer," Agent 13 nodded to her, "Captain America."

"Neighbor." Steve icily stated without even gazing at her.

Spencer snorted, "Nice one."

Steve gave her a dry glare, "Not right now."

Spencer just shrugged as Pierce smiled at them, "Ah, Spencer, I haven't seen you in a while." Pierce kissed her cheek and Spencer gave a fake smile, "Captain." Pierce turned to Steve and they both shook hands, "I'm Alexander Pierce."

"Sir, it's an honor." Steve professionally stated.

"The honor is mine, Captain, my father served in the 101st." Steve perked up a bit but didn't let his guard down, "Come on in, you two." Pierce gestured them to follow him, "I know you might be a bit irate with me, Spencer, you just lost your godfather but things here must move on." Spencer and Steve were given photos…years ago when Nick first met Pierce but Spencer didn't bother and just sat down and listened to Pierce drone on about something that she had heard countless of times.

"So, you gave him a promotion?" Steve asked.

"Never had cause to regret it," Pierce stated and there was a few seconds before Pierce asked, "So, why was Nick in your apartment last night?" Pierce looked at both Spencer and Steve now and directed the question at both of them now.

"We don't know," Spencer spoke up, "You know Nick does as he pleases and doesn't like explaining why."

"You know it was bugged?" Pierce asked.

"We did, because Nick told us." Steve was keeping a cool and collected façade on his face, his senses on high alert because he needed to be ready in case something happened.

"Well, did he tell you he was the one who bugged it?" Pierce asked irking Spencer in a bad way that had her silently fuming despite the plain look on her pretty face. When neither answer, Pierce continues, "I want you to seeing something." Alexander brings up footage of an interrogation happening.

" _Who hired you, Batroc?"_ A voice droned.

"Is that live?" Steve asked.

"Yeah, they picked him up last night in a not-so-safe house in Algiers." Pierce answered as Spencer noted the man did not have a metal arm.

"Are you saying he's a suspect?" Steve asked with a frown.

"The dude doesn't even do assassinations." Spencer quipped.

"No, it's more complicated than that," Pierce stated before explaining, "Batroc was hired anonymously to attack the Lemurian Star and he was contacted by e-mail and paid by wire transfer. And then the money was run through seventeen fictitious accounts, the last one going to a holding company that was registered to a Jacob Veech."

"Are we supposed to know who that is?" Spencer responded icily.

Pierce hands Spencer a file and both heroes open it and glance through it as Pierce droned on, "Not likely. Veech died six years ago. His last address was 14-35 Elmhurst Drive. When I first met Nick his mother lived at 14-37."

Spencer felt the urge to throttle Pierce because it almost sounded like this fucker was trying to frame her Godfather. "Are you saying that Nick Fury hired the pirates?" Steve didn't even want to see the expression on Spencer's face or even know what was running through her mind, "Why?" Steve asked.

Pierce didn't even bother to look at Spencer and continued his focus on Steve, "The prevailing theory was that the hijacking was a cover for the acquisition and sale of classified intelligence. The sale went sour and that led to Nick's death."

"If you really knew Nick you'd know that's not true." Spencer hissed at Pierce.

Pierce nodded, "Why do you think we're talking? See, I took a seat on the Council not because I wanted to but because Nick asked me to, because we were both realists," The jackass got up and walked over to his large window overlooking the bridges of the Triskeleton. Steve followed but Spencer remained rooted to her seat and listened very carefully to Pierce. "We knew that despite all the diplomacy and the handshaking and the rhetoric, that to build a really better world sometimes means having to tear the old one down. And that makes enemies; those people that call you dirty because you got the guts to stick your hands in the mud and try to build something better. And the idea that those people could be happy today, makes me really, really angry."

It seemed like Pierce paused for moment and it almost looks like he's hesitating, "Captain," He looks over at Spencer, "Spencer, you were the last ones to see Nick alive and I don't think that's an accident…and I don't think you two do either."

Spencer tensed but Steve remained calm, "So, I'm going to ask again, why was he there?" Spencer got up and stood beside Steve as she glared down Pierce without a single care in the world.

Spencer waited for Steve to answer because her mouth would have a few nasty things to say to Pierce if she opened it, "He told us not to trust anyone." Steve admitted calmly.

Pierce didn't seem to like that answer, "I wonder if that included him."

Steve felt a tension step into the room and it set him off, so, his first instinct was to get Spencer out of her as fast as possible. "I'm sorry but those were his last words," Steve turned to pick up his shield, "Excuse us." Spencer followed suit but Pierce spoke again.

"Captain…" Steve stops and glances over at Pierce but the man's gaze rest on Spencer, "Spencer," He almost cooed, "Somebody murdered your Godfather and my friend and I'm gonna find out why…anyone who gets in my way, they're gonna regret it," Pierce's gaze steels for a moment as they stare at Spencer but the assassin reveals nothing but irritation, " _Anyone."_

Steve and Spencer exchange looks and look back at Pierce, "Understood." They said in unison before they both took their leave; Steve knew something was wrong and his mind kept replaying the look Pierce had given Spencer…they were after her.

Steve and Spencer waited for the elevator to come up. Spencer sighed, "Is it weird that I just want to take a nap and forget the last two days never happened?" Her tone indicated that she was frustrated and stressed out. Steve wondered if maybe leaving her somewhere safe would be a better option than her tagging along with him…Spencer would disagree. She would probably tell Steve that he was an idiot and that they were going to stick together through thick and thin.

Steve let Spencer go inside first before following suit, "Operations control."

" _Confirmed."_ Chimed the computer.

Before the doors closed, Rumlow and some of the members of his strike team boarded the elevator too. Spencer didn't like this…Steve seemed to agree by the way his back tensed at their unwelcome and shady presence. Steve turned around and Spencer begrudgingly followed suit to greet Rumlow, "Rumlow." Steve greeted casually.

Spencer kept her hands on the metal railing as Rumlow spoke, "Evidence Response found some fibers on the roof they want us to see. You want me to get the tac team ready?" Rumlow questioned, his eyes briefly flickering to Spencer, "Maybe you should go home and get some sleep, kid." He suggested.

Spencer gave a smile, "I'm good, Rumlow."

Rumlow shrugged and looked at Steve, "No, let's wait and see what it is first." Steve responded quietly.

Rumlow nodded, "Right." Rumlow turned his attention onto his two other team-members. It was quiet and Spencer was busy staring outside the window as Steve noted how armed the strike team was and one of the men had their hand securely on their holstered gun. Steve narrowed his eyes briefly before the elevator came to a stop and four more suits came inside the elevator.

Spencer clenched her jaw and pretended to be preoccupied with the view and not notice the sudden crowd in the elevator. Steve grabbed Spencer's arm and tugged her to the front and closer to the doors. Spencer grumbled, "Need food."

Rumlow heard and responded, "I'm sorry about what happened to Fury, kid." Although there wasn't much emotion in his voice; Spencer came to the conclusion that Rumlow was a shit actor. "Messed up what happened to him…"

"Thanks." Spencer remarked softly. She couldn't wait to knock his ass into the ground. The elevator chimed again and let three more men into the elevator; Spencer and Steve having to back up to allow them room. Spencer kept her gaze bored while Steve glanced around with a look of mild annoyance. Spencer could feel the men shifting around…moving around to basically trap them in the middle of the elevator.

Spencer scoffed.

Steve's smooth voice echoed through the small space, "Before we get started, does anyone want to get out?" Always the gentlemen, Spencer mused. It was quiet for a few seconds before the man in front of Steve charged his stick and aimed it towards Steve in hopes of tazing him. Spencer, not really in the mood for a whole fist fight inside the elevator, rolled her eyes as Rumlow attempted to grab her.

The moment he did, Spencer sent out a massive shockwave to burst inside the small space, sparing Steve of course, and all the men hit the ground as dead weight. "Thanks," Steve looked impressed by her handiwork since she had avoided a massive fight, "You must be really hungry, huh?" Steve teased.

Spencer mildly glared at him but smirked, "I skipped breakfast."

Steve slapped the button on the elevator to resume its course but it chimed and immediately, Spencer and Steve were greeted with a mob of strike team members armed to the teeth. "Put down the shield and put your hands up!" Someone yelled in the back.

Spencer glanced at Steve, "I really don't want to fight at the moment."

Steve rolled his eyes and slammed his shield into the side of elevator and cut the track lines of the elevator. Spencer felt her stomach squirm as they were suddenly plummeting down and mumbled, "Thank god I haven't eaten yet otherwise I would have thrown up everywhere." Spencer eyed Rumlow's and kicked him in the face because she felt like it.

"Spencer." Steve gave her a look as the elevator came to a screeching halt.

"What? I didn't do anything." Spencer gave him an innocent look.

Steve rolled his eyes and pried open the doors only to see the strike team already charging down the hall towards them. Steve grunted with annoyance and closed the doors before looking out the side of the elevator and down onto the main lobby of the Triskeleton. He would make that jump but not Spencer.

Spencer was looking and said, "I can make it."

"No, you can't. You don't have your hoverboard." Steve deadpanned.

Spencer gave him the _look_ which meant that she was going to prove him wrong in the next five seconds; he knew that look _very, very_ well and almost groaned when Spencer unfolded an almost plastic looking wallet from her back pocket and it immediately unfolded to reveal…her stupid hoverboard.

"More modification from Fitz?" Steve muttered.

"Cool, huh?"

There was angry banging on the elevator doors and they were ordering for their surrender. Spencer rolled her eyes, "Do they honestly think they can takes us?" Steve chuckled.

"Gotta give them some recognition for being bold." Steve responded as he took a step back, propped his shield in front of him, and charged through the thick glass. Spencer hooked her hoverboard under her feet and eased down into the slightly thicker, new board. Spencer dived in after Steve smashed through the glass roof; she zoomed by him, grabbed his arm and softened his fall.

"Thanks," Steve breathed as he didn't really stick the landing., "I don't think your board can take two, so, garage." Steve told her before they both started running towards the garage. Steve hopped on and Spencer put away her hoverboard into her back pocket figuring it was better to take his motorcycle and stick close to him.

"Here." Steve smacked his helmet to her chest before revving the engine and taking off.

"Seriously?" Spencer demanded as she slapped on the stupid helmet.

"You can't be too careful." Steve shouted back at her as the gates were beginning to close but Steve's motorcycle was faster and they were both barely able to get through. Up ahead, the security gates were brandishing their spikes to close off escape and suddenly the whoosh of a Quinjet flew by them and settled in front of them. _"Stand down, Captain Rogers! Stand down!"_ The Pilot commanded.

"Spencer." Steve called as the Quinjet unlocked their guns.

"Got it." Spencer responded as the Quinjet began firing at them but the bullets all bounced off as Spencer had put up a thick shield of energy. Steve threw out his shield and it hit the Quinjet causing it to sway to the side.

"Drive!" Steve yelled as he jumped towards the Quinjet.

Spencer was quick enough to take the handles as Steve single-handedly took down the Quinjet without much problem. Pieces of debris were bouncing off of her helmet. Spencer mentally sighed at the smug look that Steve was going to have. Steve, having landed over the security gate and its nasty look spikes, threw his shield powerfully to wipe the spikes out of Spencer's way.

Spencer threw out small energy balls into the security booth and knocked out the armed men in there. She snorted with amusement as she held out her hand for Steve to grab and helped him jump onto the back of the motorcycle. She felt Steve thump on the helmet, "I told you." Steve's voice sounded smug just like she imagined.

"Shut up." Spencer sighed knowing this was going to be a very long day, "Where to, Cap?"

"We gotta get the UBS drive back." Steve told her.

"The hospital it is." Spencer sighed not really wanting to go back there since it reeked of Death to her.

* * *

 **Sorry if you saw any errors in this chapter, I was just trying to get through it because honestly, it was kinda boring and tedious. I hope you enjoyed it anyway and if you didn't, well, I don't hold it against you, hehe. If you saw any errors, please feel free to correct me. I feel like I may have gotten _something_ wrong, lol. **

**Until next time!**


	24. T W E N T Y - T WO

It didn't come to a surprise to Spencer when Steve and her arrived at the hospital and found the USB gone from inside the vending machine; it also didn't come to a surprise to her that Nat found out what was going on and was now popping gum behind Steve and Spencer. Steve gave Spencer a flat look because he knew that Spencer had been partially right about Nat. Spencer gave him a smirk before Steve gestured to the room across from them.

"Got anymore gum left?" Spencer asked her former mentor.

Nat pulled a whole stick of gum and tossed it at her; Spencer decided to pop a few strips into her mouth since she hadn't had the chance to brush her teeth this morning. "Where is it?" Steve asked with some slight frustration.

"Safer than it was inside that vending machine." Nat smartly responded making Steve stiffen with annoyance—Nat and Steve weren't the best of friends considering that Nat was a spy and Steve was a real honest and blunt man.

"Where did you two get it?" Nat asked with a icier tone.

"Why does it matter?" Steve was still wary of her but Spencer trusted Nat and even though Nat was spy for SHIELD, Spencer didn't think that Nat would even think about working for HYDRA…not after what they did to her.

"Fury gave it to you, why?" Nat asked not being bothered by Steve's lack of trust in her.

"What's on it?" Steve countered back.

"I don't know." Nat frowned looking perplexed.

"Stop _lying."_ Steve hissed; Steve really hated liars.

"She isn't lying," Spencer lazily spoke up, "Nat might be a spy that acts like she knows all the secrets in the world but she's probably as clueless as we are. Steve." Steve pressed his lips in a displeasing firm line. Nat gave Steve a slight smirk.

"I bet you knew Fury hired the pirates, didn't you?" Steve asked trying to catch her in a lie.

Spencer casted Steve a displeased look but Nat looked genuinely surprised to hear this but she quickly figured out why Nick hired those pirates, "Well, it makes sense. The ship was dirty, Fury needed a way in, and so do you." Nat pointed out.

"I'm not going to ask you again." Steve growled losing his patience.

"Steve, that's enough." Spencer frowned stepping in between the Spy and Captain America. "What's up your ass, dude?" Spencer pinned him with a deadly stare because she didn't like the way he was so boldly accusing Nat especially since Spencer trusted Nat well enough to know that she wasn't their enemy.

"I know who killed Nick." Nat spoke up quietly but her voice was full of firm conviction.

It silenced Steve and Spencer and both looked at Nat with surprise. "You know who killed him?" Spencer asked her—her voice growing quiet and dangerous. The need to avenge her Godfather was strong and her demons demanded blood for his death.

It didn't go unnoticed by Steve and Nat.

Nat nodded slowly, "Most of the intelligence community doesn't believe he exists," She spoke looking around to make sure no one was listening or no one was around, "The ones that do call him the Winter Soldier."

"What a whack name." Spencer snorted losing some of her deadliness.

Nat rolled her eyes but continued on, "He's credited with over two dozen assassinations in the last fifty years." Spencer wasn't that impressed by his credited kills or his lame nickname, but she'd be glad to have his body gushing blood as she puts an end to this assassin.

"So he's a ghost story." Steve deadpans not impressed or believing.

Nat knew Steve would doubt her so, she said, "Five years ago, I was escorting a nuclear engineer out of Iran; somebody shot out my tires near Odessa, we lost control, and went over a cliff. I pulled us out but the Winter Soldier was there and I was covering my engineer so he shot him straight through me." Nat lifted her shirt to reveal a pink scar on her right lower stomach.

"So, that's why you were distant when you came back." Spencer mumbled understanding why her mentor ignored her so months after the mission.

Nat nodded towards Spencer but turned to Steve, "Soviet slug, no rifling, and bye-bye bikinis." Nat gave a slight smirk.

Spencer snorted, "Nice one."

"Yeah, I bet you look terrible in them now." Steve retorted not looking amused by her joke.

"I kinda laughed, but on the inside." Spencer said with a shrug.

"Going after him is a dead end, I know because I've tried." Nat looked at both Steve and Spencer, "Like you said he's a ghost story." She held out the USB drive from her pocket and Spencer muttered something under her breath.

"Safer then vending machine?"

Nat smirked at her, "No one's going to try to get into my pants anytime soon."

Steve looked disgusted but Spencer snorted with amusement, "That is true."

Steve plucked the USB drive with a slight grimace but said in his deep voice, "Let's find out what the ghost wants." It was a signal from Steve that he didn't see Nat as the enemy anymore but that didn't mean that Steve liked Nat. It was enough for Spencer because they needed to get along in these dire times.

They left the hospital knowing it wouldn't take SHIELD too long to locate them. Nat instructed the group to go to the mall to see what was on the USB drive. Spencer had a lot on her mind on the drive to the mall; she was jumpy and though her body was exhausted, she wanted nothing to do with sleeping in the near future. Sleeping meant nightmares and it was the last thing she needed right now.

"You look like you need a vacation." Nat smirked through the rear view mirror.

"You're fucking funny," Spencer muttered with disdain, "My last vacation ended up with me almost being blown to pieces."

"That was months ago, you need another vacation." Nat spoke teasingly.

Spence rolled her eyes at her former mentor, "I think I'll pass, I have bigger things to worry about."

The car-ride was short and it didn't take them long to ditch their car (that Nat stole, by the way.) and go inside the crowded and lively mall. The young adult in Spencer awed at the flashy store-fronts and made her want to go inside for a much needed shopping spree. "Absolutely not." Nat and Steve deadpanned already seeing the look on Spencer's face.

Spencer faltered and muttered, "You guys are shitty parents."

Nat rolled her eyes and started to talk, "First rule of going on the run is don't run, walk." Steve was glancing around them while Spencer and Nat remained cool and collected—this wasn't their first rodeo.

"If I run in these shoes, they're gonna fall off." Steve spoke grumpily.

It didn't take them long to get to a computer tech store and latch onto a laptop. "The drive has a Level Six homing program, so as soon as we boot up SHIELD will know exactly where we are." Nat warned as she clicked away on the computer. Spencer was eying some of the fancier laptops while Steve was watching their backs.

"How much time will we have?" Steve asked.

"About nine minutes from now." She stated as she plugged in the USB drive into the port of the laptop. "Fury was right about that ship, somebody's trying to hide something." Nat muttered as Spencer leaned against the counter not really interested and Steve was peering at the computer screen.

"This drive is protected by some sort of AI." Nat stated dryly, "It keeps rewriting itself to counter my commands."

"Can you override it?" Steve asked confused.

"The person who developed this is slightly smarter than me," Nat said and added, "Believe it or not." Steve just gave her a bemused look and Spencer snorted in amusement, "But I did say slightly." Nat smirked.

"I'm going to try running a tracer," Nat informed Steve, "This was a program developed by SHIELD to track hostile malware, so if we can't read the file, maybe we can find out where it came from."

Spencer spotted a young blonde man heading towards them with the intentions of asking if they needed help; Spencer slyly moved in front of Nat, so the man wouldn't see anything that would jeopardize his life. "Can I help you guys with anything?" The man smiled in a friendly manner.

"Nah, we're cool," Spencer smoothly stated with a light grin, "We're just trying to get some information off your computer."

The employee Aaron nodded, "Yeah, that's cool, that's why we're here," He chuckled awkwardly and said, "I like your shirt, by the way," He gestured to her shirt which was tie dyed and had an alien on the front, "You into conspiracy theories?" He asked her.

Nat snickered from behind her and Spencer had to reframe from punching Nat, "Yeah, totally, have you seen Shane Dawson's videos on them?" Spencer made small talk hoping to buy them some time.

"Oh, who hasn't?" Aaron giggled excitedly, "Which are your favorite?"

"You said nine minutes." Spencer heard Steve hiss at Nat.

"Relax." Nat breezily said not looking too bothered.

"Oh, I love his celebrity ones—you know the illuminati?" Spencer responded with a charming grin.

"Oh my god, same!"

"Got it." Nat muttered, "You know it?"

Spencer turned her head slightly as Steve peered at the computer screen, "I used to," He said gravely, "Let's go." Steve looked at Spencer and draped his arm over her shoulder, "Sorry to interrupt but we gotta go, right, babe?" Steve smiled down at her.

"Oh, yeah, I forgot we had lunch with your parents later," Spencer nodded with a pout and turned to Aaron, "Gotta blast, Aaron, but it was nice meeting you." Aaron gave an awkward smile as the trio left the tech store.

"You crushed his dreams." Nat playfully snickered.

"He needs to dream a little lower," Steve muttered, "Spencer would swallow him whole."

"I thought he was cute but he needed a haircut." Spencer pouted softly.

"Standard tac team," Steve suddenly said lowly, "Two behind, two across, and two coming straight at us." Steve informs as Spencer longingly looks inside of a edgy store, "If they make us, I'll engage and both of you hit the south escalator to the metro."

But Nat had other ideas, "Shut up and put your around me, Spencer stay behind us and look awkward," Nat glanced at Steve, "And laugh at something I said." She instructed much to Steve's displeasure.

"What?"

"Do it."

Steve put his arm around her, lowered their heads close, and laughed. Spencer acted awkward and looked away hiding her face from the tac team members. The trio got onto the elevator but Spencer and Nat were quick to notice Rumlow. Spencer ducked down to _tie_ her shoe while Nat told Steve to kiss her.

"What?" Steve didn't look too keen on this.

"Public displays of affection make people very uncomfortable." Nat hissed at him.

"Yes, they do." Steve agreed.

Spencer rolled their eyes as Nat began to kiss Steve.

Once it was safe, the duo broke apart, "Still uncomfortable?" Nat teased as they hurried down the stairs.

"It's not exactly the word I would use." Steve grumbled.

Spencer laughed, "This is so fun."

Steve didn't think it was smart to use the car that Nat stole to travel to New Jersey. It had been less than an hour since it was stolen; it was probably under police radar by now. To Nat and Spencer's surprise, Steve stole a nice looking truck instead. The trip to New Jersey would take some time—about three hours depending on how traffic is.

It took a lot of convincing but Nat and Spencer managed to convince Steve to pull over at a gas station that was out of state to grab some much needed snacks and food. Spencer was _starving_ and it was apparent by the mass of junk food she bought. Nat didn't eat as much and Steve was too focused on their mission to eat.

Spencer shoved some Doritos into this mouth despite his protests that he wasn't hungry but Spencer knew Steve _loved_ Doritos. "It is incredible how much you eat." Steve mutters to Spencer who is in the backseat. Spencer has her feet up on the backseat and was leaning against the car door enjoying some downtime for the moment.

She was still worried about her friends; Tony, Bruce, Clint, Maria, and her father. She hadn't heard a single word from him but than again, Spencer didn't have her phone or even a burner phone to communicate with her father. She just hoped that he was okay and somewhere safe.

"So, you gonna talk to me about your nightmares?" Nat suddenly asked.

Steve threw Nat a surprised look.

Nat smirked at Steve, "Do you seriously believe that I wouldn't notice? I did train her for quite some time and babysat." Nat told him with a proud look.

Spencer heaved a heavy sigh, "Is that noticeable?"

"The bag under your eyes or the fact that you haven't taken a nap? You love naps." Nat pointed out casually.

"I don't understand why they're back." Spencer relented knowing it wasn't smart to hide such an important thing from Nat—Nat was an older sister to Spence. "But they're worse then before; so vivid and…life-like." Spencer shuddered at the array of nightmares that flashed through her mind.

"How long ago did the start?" Nat asked.

"They started the day Tony got his house blown up by the Mandarin." Spencer answered back quietly.

"Not recently?" Nat mumbled, "Strange…do you want to explain them to me?" Nat asked.

Spencer shook her head, "No, it's too much for me to talk about."

No one really knew _exactly_ what they did to Spencer; the young assassin hardly ever spoke about her time in captivity. The two things Nat did know were that Spencer wasn't the only one who was experimented on and that Hydra had been the one to imprison and torture her. Nat never pushed for answers and no one else did either.

Conversation turned lighter since Spencer was day-dreaming about happier times. So much has happened in the last few years, it was a wonder when things would go back to normal. She briefly worried over Cooper and wished her furry friend was her in her arms…she wouldn't mind his slobbery kisses right now.

They finally made it to their destination; a gated camp. It looked abandoned but there was distant look on Steve's face that made Spencer wonder if this was the camp where Steve had trained at and met Peggy. "This is it," Nat muttered putting her phone away, "The file came from these coordinates."

Steve was holding on this shield as he looked at the warning sign. This was Camp Lehigh. "So did I." Steve said quietly—memories probably flashing before his very eyes. Spencer grasped his hand gently and gave a squeeze.

The trio hopped the fence and Nat was trying to pinpoint where the file had come from; but the whole place was totally empty and there didn't seem to be any electricity within the area. "This camp is where I was trained." Steve fondly said.

"Change much?" Nat asked.

"A little." Steve stated as he stopped in front of flag pole and was staring at it.

Spencer remained quiet and let Steve re-live his memories in peace. "This is a dead end," Nat said with a sigh, "Zero heat signatures, zero waves, not even radio," Nat put her phone away and continued, "Whoever wrote the file must have used a router to throw people off." Nat determined.

Steve looked past Nat with this weird look on his face, "What is it?" Spencer asked her best friend.

Steve began walking forward towards a closed bunker, "Army regulations forbid storing munitions within five hundred yards of the barracks," Steve told them, "This building is in the wrong place." Steve said gesturing to the building they were walking up to. Steve used his shield to break the lock and the trio moved inside.

It was getting dark and the only real source of light was coming from the moon. Nat moved around looking for a source of light and found the light switch. Spencer let her eyesight readjust to the sudden brightness and saw the shield symbol plastered onto a wall. The room was littered with desks and such—an office for shield but why here?

"This is shield." Nat mused.

"Maybe where it started." Steve murmured since everything looked relatively untouched and old. They walked around until they walked from the main area through an office with old pictures of Stark's father, Peggy, and some other guys on the walls.

"His dad was handsome." Spencer mused though Stark didn't look exactly like his father.

"Who's the girl?" Nat asked curiously.

Spencer moved her gaze to the portrait of Peggy and awed at her beauty—no wonder why Steve had fallen in love with this strong, lovely woman; but Steve didn't answer. Nat took note and looked at Spencer.

Spencer shook her head and Nat let it go for the moment.

Steve moved down the office and saw that one of the built ins was sticking out from the wall ever so slightly. "If you're already working in a secret office, why do you have to hide the elevator?" Steve asked as he pulled the built ins back with his mighty strength.

The trio worked their way to the elevator; Nat using her high-tech phone to get the code to get the elevators working. Spencer thought it would be a good time to munch on some sunflower seeds, "Really Spence?" Steve gave her a flat look.

Spencer shrugged and offered some to her friends, "Want some?"

Nat smirked and Steve shook his head. The elevator dings and opens and Spencer is slightly unsure about this idea, "What if it gets stuck? You know I hate the idea of dying inside one of these things." Spencer scowled.

"Stop being a baby." Nat told her as Nat got into the elevator with Steve.

"Would you rather stay out here on your own?" Steve asked.

Spencer scowled at Steve and stepped inside the elevator, "You guys are such assholes."

"Nah, we just know you all too well." Nat chuckled lightly.

The elevator made it to the bottom floor—a darkened room filled with old technology. As the trio made their way towards the back of the room, the lights slowly turned on. Spencer gazed around not liking the strange feeling in her stomach. This room was ancient and looked untouched—how could the data point be here?

"This can't be the data point—this technology is ancient." Nat muttered confused.

Spencer glanced around saw a modern looking USB port modem, "Nat." Her former mentor looked at her than the modern piece of technology. Nat took out the USB drive and plugged it into the port drive. There was a soft beep and the technology in the entire room came to life. Spencer sucked the air through her teeth with dislike—something felt wrong here.

Her senses were on full-alert in an abandoned building. It didn't feel right…

The mainframe computer spoke and Nat was quick to work in it. Spencer was looking around—sending out a soft, electric force field around the entire room; searching for any forms of life inside. Spencer found that no one was in here and that made her feel even more uneasy.

A new voice filtered into the room, " _Rogers, Steven born 1918."_

It was a nasally voice that set Spencer on edge as she moved towards her friends—the camera perched on the mainframe computer turned to Nat. A green face appearing on this screen continued to speak, _"Romanoff, Natalia Alianovna born 1984."_

The camera turned to Spencer, _"Coulson, Spencer Rose born 1990."_

"This can't be a recoding." Spencer muttered feeling creeped out.

" _I am not a recording,_ Fraulein," The nasally voice spoke and continued to speak and as this computer continued to talk…Steve began to realize who this voice belonged to. Spencer tried to listen but she felt too uneasy to actually focus. Something was really wrong. Steve began to walk around the mainframe computer as if looking for something before coming back to where he was before.

It was then that it was revealed that Hydra had been inside of Shield for _decades._ Spencer's blood ran cold as she heard this. Zola cackled mocking Steve into smashing the mainframe computer but Zola just popped up at a smaller screen. When asked about insight was needed for Project Insight…Zola told them they would be too dead to hear it.

The elevator doors closed and Steve had attempted to keep them open by throwing his shield in-between the doors but he was a second too late. Nat's phone started beeping and Nat took her phone out of her back pocket, "Guys, we got a bogey, short-range ballistics, thirty seconds tops."

"Who fired it?" Steve demanded.

"Shield." Nat muttered.

" _I am afraid I have been stalling, Captain. Admit it, it is better this way."_ Nat took the USB drive out from the port as Steve and Spencer looked around for cover. Steve rushed forward pulling the metal covering that was on the ground off to reveal a small enough space for them to take cover in. "Spencer, Nat!" Steve shouted as the trio threw themselves into the hole and Spencer threw out a force field of energy to shield them from the blast.

Spencer struggled to keep her shield up due to the tons of debris pounding down on them—Spencer felt the vibrations shaking her entire body. She was strong but not enough to withstand tons of stone and debris being thrown on her. At one point, the tons of debris weakened her shield and Steve threw up his shield above their heads.

And then, for a moment, it felt like everything went dark and quiet.

* * *

 _ **This chapter is kinda meh but I had to get it out of the way. I feel like WS was kinda slow and boring up until the end. I was inspired to type again because I had watched Thor: Ragnarok. I have a very interesting story-line for Spencer, guys, and it's been set even before I started typing this story. We're about halfway done with WS and then we move onto AOU! PIETRO, BABY, HERE WE COME! After nearly two years, lmao, but anyway I already explained this on my SAO ff but for those who don't read that fanfic.**_

 ** _I haven't been updating as much as I should because since I lost my job in the beginning for the year, I've been mildly depressed but it feels as though it is getting worse. It's just hard for me to get the energy to set up my laptop, sit down, and play the movie so I can write down the dialogue and stuff, ya know? I'm not as motivated to type and I feel so guilty about it._**

 _ **I'm trying my very best to update more. I hope you all can understand because it's been so long since I started the story and we're not even to AOU yet, lol. I know ya'll want Pietro to come into the story already and so do I so, I'm trying my best to get the ball rolling.**_

 _ **Thank you all for your patience and I might update again tomorrow!**_

 _ **Sorry for any errors and see you next time!**_


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